FedEx Corporation (FedEx) and TNT Express N.V. (TNT Express) have reached conditional agreement on a recommended all-cash public offer of €8.00 (AUD 11.40) per ordinary TNT Express share.
The Offer Price represents a premium of 33% over the closing price of 2 April 2015 and a premium of 42% over the average volume weighted price per TNT Express share of €5.63 over the last three calendar months.
The transaction represents an implied equity value for TNT Express of €4.4 billion (AUD 6.28 billion). The Japan Post takeover offer for Toll valued Toll Holdings at just over AUD 8 billion.
The transaction has been unanimously recommended and supported by TNT Express’ Executive Board and Supervisory Board.
High level of deal certainty
PostNL N.V. has irrevocably confirmed to support the offer and tender its 14.7% TNT Express shareholding.
“The combination will transform FedEx’s European capabilities and accelerate global growth,” the board said. “Customers will enjoy access to an enhanced, integrated global network, combining TNT Express strong European capabilities and FedEx’s strength in other regions globally, including North America and Asia.
“FedEx and TNT Express employees share a commitment to serving customers and delivering value for shareholders and supporting the communities they live and work in.”
The parties have agreed to certain non-financial covenants including:
Existing employment terms of TNT Express will be respected. The European regional headquarters of the combined companies will be in Amsterdam/Hoofddorp. TNT Express hub in Liege will be maintained as a significant operation for the group going forward. TNT Express’ airline operations will be divested, in compliance with applicable airline ownership regulations.
FedEx and TNT Express anticipate that the offer will close in the first half of calendar year 2016.
FedEx and TNT Express are confident that anti-trust concerns, if any, can be addressed adequately in a timely fashion.
