TNT Express (TNT Express N.V.) (TNT Airways) (Hoofddorp, Netherlands) stockholders today (October 5) approved the acquisition offer of FedEx Corporation (FedEx Express) (Memphis). The company issued this statement:
TNT Express N.V. (“TNT Express”) announces that the Extraordinary General Meeting of Shareholders (“EGM”) was held today, as per the agenda dated August 21, 2015.
At the EGM, the shareholders discussed the recommended public offer by FedEx Acquisition B.V., an indirect wholly-owned subsidiary of FedEx Corporation, for all issued and outstanding ordinary shares including ordinary shares represented by American depositary shares of TNT Express. The Executive Board and Supervisory Board of TNT Express restated their support and recommendation for FedEx’s offer, which is set to provide compelling benefits and opportunities to TNT’s customers, employees and shareholders. Accordingly, the Boards recommended to shareholders to tender their shares pursuant to the offer.
Furthermore, the general meeting resolved to adopt the following resolutions:
-Conditional Asset Sale and Liquidation
-Conditional amendment of TNT Express’ articles of association as per the Settlement Dat
-Conditional conversion of TNT Express in a B.V. and amendment of the Articles of Association as per the of delisting from Euronext Amsterdam and pursuant to the conversion
-Conditional appointment of Mr. D. Cunningham as member of the Supervisory Board as per the Settlement Date
-Conditional appointment of Ms. C.P. Richards as member of the Supervisory Board as per the Settlement Date
-Conditional appointment of Mr. D. Bronczek as member of the Supervisory Board as per the Settlement Date
-Conditional appointment of Mr. D. Binks as member of the Executive Board as per the Settlement Date
-Conditional appointment of Mr. M. Allen as member of the Executive Board as per the Settlement Date
-Conditional amendment of the 2014 remuneration policy of the Executive Board to make changes to the remuneration of Mr. De Vries as per the Settlement Date
-Conditional granting of full and final discharge from liability to all members of the Supervisory Board for their functioning until the date of the EGM, as per the Settlement Date: Mr A. Burgmans, Mr. S. Levy, Ms. M.E. Harris, Mr. R. King, Ms. M.A. Scheltema and Mr. S.S. Vollebregt
-Conditional granting of full and final discharge from liability to all members of the Executive Board for their functioning until the date of the EGM, as per the Settlement Date: Mr L.W. Gunning and Mr. M.J. de Vries
As a result, FedEx Corporation issued this statement:
FedEx Corporation has taken note of TNT Express N.V.’s (TNT Express) press release in relation to the Extraordinary General Meeting that took place today (the EGM) confirming that the shareholders of TNT Express approved all of the resolutions on the agenda. This release is made in connection with the recommended public offer by FedEx Acquisition B.V. (the Offeror) for all of the issued and outstanding ordinary shares in the capital of TNT Express, including all ordinary shares represented by American depositary shares (the Offer), as more fully described in the Offer Document.
“We appreciate that the shareholders of TNT Express approved the resolutions of TNT Express’ Extraordinary General Meeting,” said David Binks, Regional President Europe, FedEx Express. “We believe the combination of these two great companies will provide significant value to the employees, customers and shareowners of both TNT Express and FedEx, and we continue to work constructively with the regulatory authorities around the world to obtain clearance of the acquisition.”
EGM Resolutions and Offer Period
The Asset Sale and Liquidation Resolutions, the Conversion Resolution and the Governance Resolutions are conditional on the Offer being declared unconditional and the Settlement thereof. The Asset Sale and Liquidation Resolutions are also conditional upon the number of Shares tendered under the Offer, together with those Shares held by or committed to the Offeror or its affiliates and the Shares to which the Offeror or its affiliates are entitled, being less than 95% but at least 80% of TNT Express’ aggregate issued and outstanding ordinary share capital.
As a result of the Asset Sale and Liquidation Resolutions and the Conversion Resolution having been adopted, under the terms and subject to the conditions of the Offer, the minimum acceptance condition of the Offer will be 80% (and not 95%) of TNT’s aggregate issued and outstanding ordinary share capital, on a fully diluted basis, as of the time and date on which the Offer expires.
As previously announced, the Acceptance Period under the Offer is currently scheduled to expire at 17:40 hours CET (11:40 a.m. New York time) on October 30, 2015, unless extended in accordance with the terms of the Offer. FedEx and TNT Express are on track to obtain all necessary approvals and competition clearances.
The Combination presents a highly pro-competitive proposition for the provision of small package delivery services within and outside Europe. The networks of TNT Express and FedEx are largely complementary, given that FedEx’s strength is providing U.S. domestic and extra-EEA international services, while TNT Express’ focus is on providing intra-European services. The Combination would allow the parties to sell a more competitive e-commerce offering in the market, which should benefit consumers and SMEs in Europe and beyond. Based on the required steps and procedures in Europe, Brazil, China and other jurisdictions around the world, however, some of the approvals and competition clearances could be received after October 30, 2015. This would cause the Acceptance Period to be extended. In accordance with the terms and conditions in the Offer Document, the Offeror will announce any such extension by press release no later than three Dutch business days following the expiry of the current Acceptance Period.
In April 2015, FedEx announced its intention to buy TNT Express for €4.4 billion ($4.8 billion; £3.2 billion), as it looks to expand its operations in Europe. The European Commission launched its investigation into the planned acquisition on July 31, 2015. The EC will decide by December 7, 2015.
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