As anticipated, the European Commission (EC) has issued a formal decision prohibiting the proposed acquisition of TNT Express. As a result of the prohibition by the EC, the Offer Condition relating to EU Competition Clearance will not be fulfilled and the acquisition of TNT Express by UPS will not be completed. Given this outcome, UPS and TNT Express entered a separate agreement to terminate the Merger Protocol.
UPS proposed significant and tangible remedies designed to address the EC’s concerns with the transaction concerning the competitive landscape in Europe. UPS believes that the combined company would have been transformative for the logistics industry, bringing meaningful benefits to consumers and customers around the world, while supporting much needed growth in Europe in particular.
While UPS is disappointed in the EC’s decision, the company’s focus is on the continued execution of its growth strategy.
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This is a press release by United Parcel Service, Inc. pursuant to the provisions of Article 4 and Article 12 paragraph 3 of the Decree on public offers Wft (Besluit Openbare Biedingen Wft, 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. This announcement is not for release, publication or distribution, in whole or in part, in or into directly or indirectly Canada or Japan. 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.
UPS 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 in this press release shall have the meaning as defined 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 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 are available free of charge at the offices of UPS, TNT Express, the Listing and Exchange Agent and the ADS Tender Agent and can be obtained by contacting UPS, or TNT Express. Digital copies of the Offer Memorandum are available on the websites of UPS (www.investors.ups.com) and TNT Express (www.tnt.com). Digital copies of the Position Statement are available on the website of TNT Express (www.tnt.com).
Except for historical information contained herein, the statements made in this release constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements, including statements regarding the intent, belief or current expectations of UPS and its management regarding the company’s strategic directions, prospects and future results, involve certain risks and uncertainties. Certain factors may cause actual results to differ materially from those contained in the forward-looking statements, including economic and other conditions in the markets in which we operate, our competitive environment, increased security requirements, strikes, work stoppages and slowdowns, changes in energy prices, governmental regulations and other risks discussed in the company’s Form 10-K and other filings with the Securities and Exchange Commission, which discussions are incorporated herein by reference.
UPS (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 more efficiently manage the world of business. 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 get UPS news direct, visit pressroom.ups.com/RSS.