PostNL N.V.

M&A Activity • Apr 7, 2015

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author: "Kors, Dick (D.T.)"
date: 2015-04-07 05:37:00+00:00
processing_status: success_python-docx_mammoth

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PostNL signed an irrevocable undertaking with FedEx in support of its announced offer for the issued and outstanding shares of TNT Express

[7 April 2015] The Hague – Today FedEx and TNT Express jointly announced that they have reached agreement by entering into a merger protocol on an all cash public offer by FedEx for all issued and outstanding ordinary shares of TNT Express at an offer price of €8.00 per share (the “Offer”). PostNL signed an irrevocable undertaking with FedEx in support of the Offer.

PostNL has irrevocably undertaken to tender all TNT Express shares held by it - i.e. approximately 14.7% - under the Offer subject to customary undertakings and conditions and to vote in favour of the resolutions proposed at TNT Express’s extraordinary general meetings that will be convened in relation to the Offer (the “Irrevocable Undertaking”). The Irrevocable Undertaking terminates, inter alia, upon termination of the merger protocol between FedEx 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 making an offer which exceeds the offer price by at least 8%, that is not matched by FedEx.

If the Offer will be effected at the offer price of €8.00 per TNT Express share, it is expected that PostNL will receive a cash amount of approximately € 642 million. PostNL will use these funds to reduce its debt position.

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.