Press release from Business Wire
UPS Public Offer for TNT Express – Extension of Offer Period
Wednesday, August 22, 2012
UPS Public Offer for TNT Express – Extension of Offer Period07:30 EDT Wednesday, August 22, 2012
ATLANTA & HOOFDDORP, Netherlands (Business Wire) -- United Parcel Service, Inc. (UPS) today announced the Offer Period for
UPS's public Offer for TNT Express N.V. (TNT Express), after its initial
expiry on 31 August 2012, will be extended until 9 November 2012. UPS
will formally confirm the extension of the Offer Period through a
regulatory announcement on 5 September 2012.
The conditions for completion of the Offer, in particular the antitrust
condition, will not be fulfilled before the expiry of the Offer Period
on 31 August 2012. Therefore, UPS will, within 3 business days following
the expiry of the Offer Period, extend the Offer Period in accordance
with the terms and conditions set out in the Offer Memorandum dated 21
June 2012. The Offer Period will be extended until 9 November 2012 in
accordance with Article 15, paragraphs 1 and 2 of the Decree on public
offers Wft (Besluit Openbare Biedingen Wft, the Decree).
UPS and TNT Express anticipate completion of the offer and close of the
transaction in the fourth quarter of 2012.
Following extension of the Offer Period, Shares tendered during the
initial offer period may be withdrawn in accordance with the provisions
of Article 15, paragraph 3 of the Decree. Any Shares tendered during the
initial Offer Period and not withdrawn will remain subject to the Offer.
UPS and TNT Express remain committed to the Offer and are working
closely to fulfill all Offer conditions. Under the terms of the €5.16
billion ($6.28 billion [1]) Offer, UPS will acquire TNT Express to
create a service leader in the logistics industry and an enhanced,
integrated global network. The complementary strengths of both
organizations will create a customer-focused global platform that will
be a leader in transportation technology and customer service.
The combined network will help facilitate the flow of trade, making
customers more competitive not just in U.S. and European markets, but
also in markets across Asia and Latin America – helping to stimulate
much needed economic growth.
Offer Memorandum, Position Statement and further
information
UPS Bidco B.V., a wholly owned subsidiary of UPS (the Offeror), is
making the Offer on the terms and subject to the conditions and
restrictions contained in the Offer Memorandum, dated 21 June 2012. TNT
Express has also made available the Position Statement, containing the
information required by Article 18, paragraph 2 and Annex G of the
Decree in connection with the Offer.
Terms not defined herein shall have the meaning as set out in the Offer
Memorandum.
This announcement contains selected, condensed information regarding the
Offer and does not replace the Offer Memorandum and/ or the Position
Statement. The information in this announcement is not complete and
additional information is contained in the Offer Memorandum and the
Position Statement.
Shareholders are advised to review the Offer Memorandum and the Position
Statement in detail and to seek independent advice where appropriate in
order to reach a reasoned judgment in respect of the Offer and the
content of the Offer Memorandum and the Position Statement.
Copies of the Offer Memorandum will be available free of charge at the
offices of the Offeror, TNT Express, the Listing and Exchange Agent and
the ADS Tender Agent and can be obtained by contacting UPS, or TNT
Express, the Listing and Exchange Agent or the ADS Tender Agent at the
addresses below.
About UPS
United Parcel Service (NYSE:UPS) is a global leader in logistics,
offering a broad range of solutions including the transportation of
packages and freight, the facilitation of international trade, and the
deployment of advanced technology to manage the world of business more
efficiently. Headquartered in Atlanta, UPS serves more than 220
countries and territories worldwide. The company can be found on the Web
at UPS.com and its corporate blog can be found at blog.UPS.com. To
receive UPS news direct, visit pressroom.UPS.com/RSS.
About TNT Express
TNT Express (NYSE Euronext: TNTE) is one of the world's largest express
delivery companies. On a daily basis, TNT Express delivers close to 1
million consignments ranging from documents and parcels to palletized
freight. The company operates road and air transportation networks in
Europe, the Middle East and Africa, Asia-Pacific and the Americas. TNT
Express had revenues of €7.25 billion in 2011.
[1] Assuming FX spot rate as of 12 July, 2012 of EUR / USD 1.2178
(Source: ECB)
This is a joint press release by United Parcel Service, Inc. and TNT
Express N.V. pursuant to the provisions of Article 4, paragraph 3 of the
Decree in connection with the recommended public Offer by United Parcel
Service, Inc. for all the issued and outstanding ordinary shares and all
American depositary shares representing ordinary shares in the capital
of TNT Express N.V. This announcement does not constitute an Offer, or
any solicitation of any Offer, to buy or subscribe for any securities in
TNT Express N.V. The Offer is made only by means of the Offer Memorandum
(as defined below). This announcement is not for release, publication or
distribution, in whole or in part, in or into directly or indirectly
Canada or Japan. Terms not defined in this press release will have the
meaning as set forth in the Offer Memorandum.
UPSPeggy Gardner (Public Relations)+1 404 828 6051orAnton
Van der Lande (Europe)+32 475 279 712orAndy Dolny
(Investor Relations)+1 404 828 8901orMaitland (UK)Neil
Bennett, Tom Buchanan, David Sturken+44 207 379 5151orSPJ
(The Netherlands)Kees Jongsma, Wim Moerkerk+31 20 647 8181orTNT
ExpressErik van Venetië (External Communications)Phone +31 6
836 33133orAndrew Beh (Investor Relations)Phone +31
(0) 88 393 9500
