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Following extension of the Offer Period, Shares tendered during the initial offer period may be withdrawn in accordance with the provisions of Article 15, paragraph 3 of the Decree. Any Shares tendered during the initial Offer Period and not withdrawn will remain subject to the Offer.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 EUR 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.
[1] Assuming FX spot rate as of 12 July, 2012 of EUR / USD 1.2178 (Source: ECB)
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 EUR 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.
[1] Assuming FX spot rate as of 12 July, 2012 of EUR / USD 1.2178 (Source: ECB)
