19 March 2012 at 07:10 CET – The Hague – Today United Parcel Service, Inc. (“UPS”) and TNT Express N.V. (“TNT Express”) jointly announced that they have reached agreement by entering into a Merger Protocol on an all-cash public offer by UPS for all issued and outstanding ordinary shares of TNT Express (the “TNT Shares”) at an offer price of € 9.50 for each TNT Share (the “Offer”).
PostNL N.V. (“PostNL”), holding approximately 29.8% of the TNT Shares, has irrevocably undertaken to tender all TNT Shares held by it under the Offer subject to customary undertakings and conditions (the “Irrevocable Undertaking”). The Irrevocable Undertaking terminates, inter alia, upon termination of the Merger Protocol between UPS and TNT Express. PostNL may furthermore terminate the Irrevocable Undertaking in the event that the executive and supervisory boards of TNT Express revoke their recommendation of the Offer upon a bona fide third-party offeror making an offer which exceeds the offer price by at least 8% that is considered by the executive and supervisory boards of TNT Express to be substantially more beneficial to TNT Express and that is not matched by UPS.
In the context of the Offer, UPS and TNT Express agreed that TNT Express will not invoke certain provisions of the Relationship Agreement dated 7 April 2011 between PostNL and TNT Express. If the Offer has not been declared unconditional (‘gestand gedaan’) ultimately on 19 September 2012, PostNL shall be permitted to sell and/or transfer up to a maximum of 54,320,242 TNT Shares held by it (being approximately 10% of the total issued and outstanding share capital of TNT Express at the date hereof).
If the Offer will be effected at the offer price of € 9.50 for each TNT Share, it is expected that PostNL will receive a cash amount of approximately € 1,540 million. PostNL will put an amount of €700 million of the proceeds of the sale of all its TNT Shares in an escrow account which will be used for the purpose of the reduction of its debt, in line with PostNL’s financial policy.
This announcement does not constitute an offer to purchase or the solicitation of an offer to sell any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
PostNL processes 8.7 billion addressed postal items (including 106 million parcels) each year and delivers to addresses in the Benelux, Germany, the UK and Italy. PostNL’s main business is mail, parcels and e-commerce. The company also provides services in the area of data and document management, direct marketing and fulfilment. PostNL employs some 65.500 people. In 2011 the company generated a turnover of nearly 4.3 billion euros.