April 8, 2015, Cape Town, South Africa - Globally, the increased concern around public safety has resulted in the intensification of security measures for transportation of goods internationally. Businesses which trade internationally need to be aware of the security measures in place to mitigate the risk to their operations and their people.
This is according to Oliver Facey, Vice President of Operations for DHL Express Sub Saharan Africa (SSA), who was speaking in light of the recent announcement of three African countries, namely Sudan, South Sudan and Djibouti, joining the EU list of red countries, a classification which results in strict security measures being imposed on goods transported across the country’s borders. There are currently eight African countries classified as red countries.
Countries across the globe are classified according to their security risk profiles and are either regarded as red, white or green – the classification determines the level of security measures applicable to the countries, and includes various restrictions on the items that can be transported, as well as the screening levels packages need to be subjected to before being cleared for transportation to the EU and US. Facey explains that a red country is considered higher risk due to potential national security concerns. Similarly, a white country is considered to have a certain level of risk, but not as high a security risk as a red country whereas green countries have a minimal security risk level.
Facey says that the nature and degree of security is changing, and that society at large needs to be aware of the increased security measures that are required to be taken. “The business-to-consumer (B2C) market in SSA is growing with the emergence of e-commerce and the increased demand for consumer goods. The rise of the SME has also resulted in greater variety and accessibility to new and competing products. Goods are now just a click away, and can be sourced and ordered from anywhere in the world.”
Facey explains that global security breaches, such as terrorist threats and the trading of illegal or prohibited substances have resulted in the global transportation of goods being subjected to a number of security regulations, largely driven by the European Union (EU) and United States (US). A recent example of this was in the directive by the EU (EU1082/2012) which required Airlines to get ACC3 accreditation (Air Cargo Carrier 3rd Country), and as part of this, DHL Express in SSA acquired RA3 (Regulated Agent 3rd Party) accreditation in 18 of its countries with flights direct to Europe.
“In order to trade with the EU and US, red countries have to comply with set regulations and conditions. These regulations set the benchmark for general security measures and screening which then gets applied consistently to all goods being processed out of Africa and the rest of the world. There are challenges in implementing these regulations, but companies like DHL Express continue to invest to not only meet these regulations but to ensure the standards are applied rigorously across the continent. In order to counteract these challenges and to assist local businesses and individuals to trade internationally, DHL Express has invested over EUR 3 million in the last two years to improve security processes in select SSA countries.”
Facey says that while the regulations should not hamper trade between certain countries and the rest of the world, consumers and businesses need to be aware of them and understand that certain items cannot be moved as easily as others.
“Additional time needs to be spent on planning as certain items may need to be rerouted to countries in order for them to be screened and cleared for shipping. When it comes to global opportunities, knowledge is key to success for many businesses; knowing which markets to target, how to market their product, how to identify customers, how to get paid and critically, how to ship globally. It’s important to have a trusted partner to assist you, not only with complying with the regulations, but to assist with solutions to ensure that your products reach the desired recipient.” concludes Facey.
DHL
DHL is the leading global brand in the logistics industry. DHL’s family of divisions offer an unrivalled portfolio of logistics services ranging from national and international parcel delivery, international express, road, air and ocean transport to industrial supply chain management. With more than 325,000 employees in over 220 countries and territories worldwide, they connect people and businesses securely and reliably, enabling global trade flows. With specialized solutions for growth markets and industries including e-Commerce, technology, life science and healthcare, energy, automotive and retail, a proven commitment to corporate responsibility and an unrivalled presence in developing markets, DHL is decisively positioned as “The logistics company for the world”.
DHL is part of Deutsche Post DHL Group. The Group generated revenues of more than 56 billion euros in 2014.
Wednesday, April 8, 2015
BCG Logistics Group Merges Cannon Express LLC with Action Expediting South East
Toronto, ON – April 8, 2015 - BCG Logistics Group is proud to announce the merger of its U.S. division, Cannon LLC, headquartered in Atlanta, GA, and Action Expediting (South East Division), an asset-based carrier serving the southeastern US market from its headquarters in Madison, GA.
BCG Logistics Group has a participating interest in Cannon Express, LLC, an asset-based carrier serving the southeastern US market.
This merger reflects BCG Logistics’ strategy in Canada and the United States to offer its growing portfolio of international customers more services, efficiencies and a ‘One America Supply Chain Solution’.
Following this merger Action Expediting South East will operate as Cannon Express, LLC, under the auspices of Toronto-based BCG Logistics Group. In addition, the existing Action South East management team will report to Cannon President, Frank A. Cannon. Action’s other US operations will continue to be managed By David Miller, President of Action.
In this initial phase of the integration process, the Action team plans to leverage BCG Logistics’ technologies, such as its proprietary TMS “STARS” technology, to meet its customers’ growing demand for more information, new efficiencies and services, says Action President David Miller. Both BCG Logistics Group and Action Expediting have focused their businesses on providing high quality regional solutions in the U.S. and Canadian markets, and BCG’s proprietary “STARS” Technology will contribute to Cannon’s and Action’s reputations as a regional leaders.
“The merger of Action Expediting is consistent with BCG Logistics’ corporate strategy to expand its portfolio of services and increase its scope of customers and operations in North America,” says Allan Smith, President & CEO of BCG Logistics Group, adding: “The staff and current owner at Action are excited to be part of BCG’s future and we will be incorporating “STARS” into Actions’ existing southeastern US customer base in the coming months. This is an important part of a strong, fully integrated partnership that will offer BCG Logistics Group’s clients an enhanced portfolio of transportation services. It’s our company’s strategy to support our customers’ distribution efforts across North America by leveraging one powerful and growing platform.”
About BCG Logistics Group
BCG Logistic Group is a technology-based 3PL, dedicating to developing and managing innovative distribution programs in Canada for its international client base as a full-service Canadian 3PL. Its portfolio of services includes: supply chain consulting, U.S. and Canadian transportation management, cross-dock operations (pre-8 a.m. parts distribution), freight audit and payment services. BCG Logistics is a complete service provider offering extensive experience in retail, automotive, agricultural and industrial distribution and sequencing for its diverse customer base, with locations across Canada that include: Toronto, ON; Brantford, ON; Vancouver, BC; Edmonton, AB; Winnipeg, MB and in the Midwestern United States, Chicago, IL. BCG Logistics’ technical team has developed an innovative, customized, flexible and user-friendly TMS operating system, “STARS”, which offers complete visibility and accountability of customer supply chains. For more information on BCG Logistics visit: www.bcglogistics.com
Action Expediting
Action Expediting, Inc., headquartered in historic Madison, Georgia, provides shippers with nationwide turnkey transportation and dedicated delivery services. Our customers - some of the Fortune 500 elite - benefit from our chameleon-like ability to flexibly design and execute door-to-door deliveries via an extensive distribution network. In addition to designing real- world logistical programs, Action Expediting’s service offerings include the management of power and material handling equipment, human resources, fuel programs and regulatory compliance. For more information on Action Expediting visit: www.actionexpediting.net
About Cannon Express, LLC
Cannon is a full service asset-based pre-8 a.m. parts carrier offering unattended daily delivery services with real time visibility for regional dealers and wholesalers through its 12 locations across the southeastern United States. For more information on Cannon Express visit: www.cannonexpress.net
For more information contact:
Teena Medeiros
BCG Logistics Group
905-238-3444
www.bcglogistics.com
BCG Logistics Group has a participating interest in Cannon Express, LLC, an asset-based carrier serving the southeastern US market.
This merger reflects BCG Logistics’ strategy in Canada and the United States to offer its growing portfolio of international customers more services, efficiencies and a ‘One America Supply Chain Solution’.
Following this merger Action Expediting South East will operate as Cannon Express, LLC, under the auspices of Toronto-based BCG Logistics Group. In addition, the existing Action South East management team will report to Cannon President, Frank A. Cannon. Action’s other US operations will continue to be managed By David Miller, President of Action.
In this initial phase of the integration process, the Action team plans to leverage BCG Logistics’ technologies, such as its proprietary TMS “STARS” technology, to meet its customers’ growing demand for more information, new efficiencies and services, says Action President David Miller. Both BCG Logistics Group and Action Expediting have focused their businesses on providing high quality regional solutions in the U.S. and Canadian markets, and BCG’s proprietary “STARS” Technology will contribute to Cannon’s and Action’s reputations as a regional leaders.
“The merger of Action Expediting is consistent with BCG Logistics’ corporate strategy to expand its portfolio of services and increase its scope of customers and operations in North America,” says Allan Smith, President & CEO of BCG Logistics Group, adding: “The staff and current owner at Action are excited to be part of BCG’s future and we will be incorporating “STARS” into Actions’ existing southeastern US customer base in the coming months. This is an important part of a strong, fully integrated partnership that will offer BCG Logistics Group’s clients an enhanced portfolio of transportation services. It’s our company’s strategy to support our customers’ distribution efforts across North America by leveraging one powerful and growing platform.”
About BCG Logistics Group
BCG Logistic Group is a technology-based 3PL, dedicating to developing and managing innovative distribution programs in Canada for its international client base as a full-service Canadian 3PL. Its portfolio of services includes: supply chain consulting, U.S. and Canadian transportation management, cross-dock operations (pre-8 a.m. parts distribution), freight audit and payment services. BCG Logistics is a complete service provider offering extensive experience in retail, automotive, agricultural and industrial distribution and sequencing for its diverse customer base, with locations across Canada that include: Toronto, ON; Brantford, ON; Vancouver, BC; Edmonton, AB; Winnipeg, MB and in the Midwestern United States, Chicago, IL. BCG Logistics’ technical team has developed an innovative, customized, flexible and user-friendly TMS operating system, “STARS”, which offers complete visibility and accountability of customer supply chains. For more information on BCG Logistics visit: www.bcglogistics.com
Action Expediting
Action Expediting, Inc., headquartered in historic Madison, Georgia, provides shippers with nationwide turnkey transportation and dedicated delivery services. Our customers - some of the Fortune 500 elite - benefit from our chameleon-like ability to flexibly design and execute door-to-door deliveries via an extensive distribution network. In addition to designing real- world logistical programs, Action Expediting’s service offerings include the management of power and material handling equipment, human resources, fuel programs and regulatory compliance. For more information on Action Expediting visit: www.actionexpediting.net
About Cannon Express, LLC
Cannon is a full service asset-based pre-8 a.m. parts carrier offering unattended daily delivery services with real time visibility for regional dealers and wholesalers through its 12 locations across the southeastern United States. For more information on Cannon Express visit: www.cannonexpress.net
For more information contact:
Teena Medeiros
BCG Logistics Group
905-238-3444
www.bcglogistics.com
DB Schenker Rail UK wins contract to deliver coal to Drax Power Station
Tuesday, 8th April, 2015 - Reliability of service and excellent customer communication has contributed to DB Schenker Rail UK being awarded a new contract to deliver coal to Drax Power Station.
The three year deal, which began on April 1st, will cover the key supply routes of Immingham and Kellingley. There is also the potential for additional North East supplementary routes.
Since 2011, DB Schenker Rail UK has delivered up to 45% of the Drax coal contract. The new contract means DB Schenker Rail UK will deliver the vast majority of coal to the power station.
Mark Fernandez, Acting Head of Sales at DB Schenker Rail UK, said: “We are delighted to have been awarded this contract. At DB Schenker Rail UK we place a huge amount of importance on building solid partnerships with our customers. Drax has recognised that we have a team of experts in the industry focused on delivering excellence for their business. For example, our customer satisfaction surveys have allowed us to act on feedback from Drax in order for us to continue to deliver reliability and sustainable supply chain solutions to meet their needs.”
In addition to the new contract, DB Schenker Rail UK has a contract to supply up to 80% of Drax’s biomass requirement.
DB Schenker Rail UK is the country’s leading rail freight operator, running over 5,000 train services every week and employing more than 3,000 people.
The three year deal, which began on April 1st, will cover the key supply routes of Immingham and Kellingley. There is also the potential for additional North East supplementary routes.
Since 2011, DB Schenker Rail UK has delivered up to 45% of the Drax coal contract. The new contract means DB Schenker Rail UK will deliver the vast majority of coal to the power station.
Mark Fernandez, Acting Head of Sales at DB Schenker Rail UK, said: “We are delighted to have been awarded this contract. At DB Schenker Rail UK we place a huge amount of importance on building solid partnerships with our customers. Drax has recognised that we have a team of experts in the industry focused on delivering excellence for their business. For example, our customer satisfaction surveys have allowed us to act on feedback from Drax in order for us to continue to deliver reliability and sustainable supply chain solutions to meet their needs.”
In addition to the new contract, DB Schenker Rail UK has a contract to supply up to 80% of Drax’s biomass requirement.
DB Schenker Rail UK is the country’s leading rail freight operator, running over 5,000 train services every week and employing more than 3,000 people.
Ford Sollers partners with Girteka Logistics
Vilnius, Lithuania, April 8, 2015 - Girteka Logistics has been selected as the exclusive road transport provider by truck for Ford Sollers (“A joint venture between the Ford Motor Company and Sollers) to transport spare parts from Germany to Russia.
Girteka Logistics and Ford Sollers today sign’s a three year multi-million Euro contract covering approximately 2,500 truckloads from Germany to Russia with Ford spare parts.
Girteka Logistics will for the next three years be handling all shipments of spare-parts from Ford Cologne, Germany to the Ford Sollers Parts Distribution Center in Moscow, Russia. Ford Sollers has been successful in Russian for a long period
Girteka Logistics is a major European road carrier with more than 7.100 Employees. Girteka Logistics is, due to its Lithuanian origins, specialists in creating a trade bridge between Europe and Russia.
“We are proud of having been selected for this important contract by Ford Sollers. The contract highlights that our focus on road safety and being a good employer can be combined with positive growth”, says Edvardas Liachovicius, CEO of Girteka Logistics.
“Ford Sollers is dependent on timely and safe deliveries to the Russian market; we selected Girteka Logistics due to their extensive route network and experience in both markets. Their quick to launch approach combined with a strong focus on efficient processes, lean engineering methods and favourable price structure was key selection criteria’s”, stated Alfred Eckl, Coordinating Manager Ford of Europe, Russian Spare Parts Operations.
Girteka Logistics and Ford Sollers today sign’s a three year multi-million Euro contract covering approximately 2,500 truckloads from Germany to Russia with Ford spare parts.
Girteka Logistics will for the next three years be handling all shipments of spare-parts from Ford Cologne, Germany to the Ford Sollers Parts Distribution Center in Moscow, Russia. Ford Sollers has been successful in Russian for a long period
Girteka Logistics is a major European road carrier with more than 7.100 Employees. Girteka Logistics is, due to its Lithuanian origins, specialists in creating a trade bridge between Europe and Russia.
“We are proud of having been selected for this important contract by Ford Sollers. The contract highlights that our focus on road safety and being a good employer can be combined with positive growth”, says Edvardas Liachovicius, CEO of Girteka Logistics.
“Ford Sollers is dependent on timely and safe deliveries to the Russian market; we selected Girteka Logistics due to their extensive route network and experience in both markets. Their quick to launch approach combined with a strong focus on efficient processes, lean engineering methods and favourable price structure was key selection criteria’s”, stated Alfred Eckl, Coordinating Manager Ford of Europe, Russian Spare Parts Operations.
Tuesday, April 7, 2015
CEVA names Antonio Fondevilla to lead Global Automotive Sector
Hoofddorp, the Netherlands, 7 April, 2015 – CEVA Logistics, one of the world’s leading supply chain companies, today announced the appointment of Antonio Fondevilla as Executive Vice President responsible for the company’s global Automotive sector.
CEVA is an established global leader in automotive logistics; the Automotive sector accounted for 24% of the company’s annual revenue in 2014.
Mr. Fondevilla has more than 20 years of supply chain management and automotive logistics experience. He joined CEVA in 2008 and most recently served as Vice President, Global Key Account Management, as well as the company’s interim leader of the European Automotive sector. He began his career in the employ of a major global automotive manufacturer. Mr. Fondevilla has a Master’s degree in Industrial Engineering from the Polytechnic University of Catalonia and a Master’s degree in Business Administration from the IESE Business School of Barcelona.
“I am very pleased to have an executive with Toni’s extensive automotive logistics experience in this important role for CEVA. His passion for, and commitment to, our customers’ success is unrivalled. He is the perfect choice to lead the best global automotive logistics team in the industry today,” said Hakan Bicil, Chief Commercial Officer for CEVA. “Our Automotive sector momentum is strong and growing – as evidenced by our recent 2014 “Supplier of the Year” award from General Motors – and will bring additional customer value under Toni’s leadership.”
“CEVA is widely recognized as the world’s leading provider of logistics services to the automotive industry,” Mr. Fondevilla said. “We are unique in our geographic scope and breadth of services in all areas of the automotive supply chain – from providing aftermarket transportation and warehousing, to Air, Ocean and Ground freight management, export packing, inbound transportation, finished vehicles, global materials management, vendor managed inventory, 3PL/4PL services and more; our aim is to bring innovation to our customers while reducing their supply chain costs.”
CEVA is an established global leader in automotive logistics; the Automotive sector accounted for 24% of the company’s annual revenue in 2014.
Mr. Fondevilla has more than 20 years of supply chain management and automotive logistics experience. He joined CEVA in 2008 and most recently served as Vice President, Global Key Account Management, as well as the company’s interim leader of the European Automotive sector. He began his career in the employ of a major global automotive manufacturer. Mr. Fondevilla has a Master’s degree in Industrial Engineering from the Polytechnic University of Catalonia and a Master’s degree in Business Administration from the IESE Business School of Barcelona.
“I am very pleased to have an executive with Toni’s extensive automotive logistics experience in this important role for CEVA. His passion for, and commitment to, our customers’ success is unrivalled. He is the perfect choice to lead the best global automotive logistics team in the industry today,” said Hakan Bicil, Chief Commercial Officer for CEVA. “Our Automotive sector momentum is strong and growing – as evidenced by our recent 2014 “Supplier of the Year” award from General Motors – and will bring additional customer value under Toni’s leadership.”
“CEVA is widely recognized as the world’s leading provider of logistics services to the automotive industry,” Mr. Fondevilla said. “We are unique in our geographic scope and breadth of services in all areas of the automotive supply chain – from providing aftermarket transportation and warehousing, to Air, Ocean and Ground freight management, export packing, inbound transportation, finished vehicles, global materials management, vendor managed inventory, 3PL/4PL services and more; our aim is to bring innovation to our customers while reducing their supply chain costs.”
FedEx and TNT Express Announcement
FedEx and TNT Express agree on recommended all-cash public offer for all TNT Express shares
This is a joint press release by FedEx Corporation and TNT Express N.V., pursuant to Section 5 Paragraph 1 of the Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the Decree) in connection with the intended public offer by FedEx Corporation for all the issued and outstanding 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. Any offer will be made only by means of an offer memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada or Japan.
April 7, 2015 - FedEx Corporation (NYSE: FDX) (FedEx) and TNT Express N.V. (Euronext Amsterdam: TNTE) today announced that they have reached a conditional agreement (the Merger Protocol) on a recommended all-cash offer for all issued and outstanding ordinary shares, including shares represented by American Depositary Receipts (the Shares) of TNT Express (the Offer) for a cash offer price of €8.00 per share cum dividend except for the TNT Express final 2014 dividend of €0.08 (the Offer Price) in a transaction valuing TNT Express at an implied equity value of approximately €4.4 billion ($4.8 billion).
Frederick W. Smith, Chairman and CEO of FedEx Corp., said: “We believe that this strategic acquisition will add significant value for FedEx shareowners, team members and customers around the globe. This transaction allows us to quickly broaden our portfolio of international transportation solutions to take advantage of market trends – especially the continuing growth of global e-commerce – and positions FedEx for greater long-term profitable growth.”
Tex Gunning, CEO of TNT Express, said: “This offer comes at a time of important transformations within TNT Express and we were fully geared to executing our stand-alone strategy. But while we did not solicit an acquisition, we truly believe that FedEx’s proposal, both from a financial and a non-financial view, is good news for all stakeholders. Our people and customers can profit from the true global reach and expanded propositions, while with this offer our shareholders can already reap benefits today that otherwise would only have been available in the longer run.”
Transaction highlights:
• FedEx Corporation (FedEx) and TNT Express N.V. (TNT Express) reached conditional agreement on recommended all-cash public offer of €8.00 per ordinary TNT Express share.
• The Offer Price represents a premium of 33% over the closing price of 2 April 2015 and a premium of 42% over the average volume weighted price per TNT Express share of €5.63 over the last 3 calendar months.
• The transaction represents an implied equity value for TNT Express of €4.4 billion ($4.8 billion).
• Transaction unanimously recommended and supported by TNT Express’ Executive Board and Supervisory Board.
• High level of deal certainty.
• PostNL N.V. has irrevocably confirmed to support the Offer and tender its 14.7% TNT Express shareholding.
• Combination will transform FedEx’s European capabilities and accelerate global growth.
• Customers will enjoy access to an enhanced, integrated global network, combining TNT Express strong European capabilities and FedEx’s strength in other regions globally, including North America and Asia.
• FedEx and TNT Express employees share a commitment to serving customers and delivering value for shareholders and supporting the communities they live and work in.
• The parties have agreed to certain non-financial covenants including:
-Existing employment terms of TNT Express will be respected.
- The European regional headquarters of the combined companies will be in Amsterdam/Hoofddorp.
-TNT Express hub in Liege will be maintained as a significant operation for the group going forward.
- TNT Express’ airline operations will be divested, in compliance with applicable airline ownership regulations.
• FedEx and TNT Express anticipate that the Offer will close in the first half of calendar year 2016.
• FedEx and TNT Express are confident that anti-trust concerns, if any, can be addressed adequately in a timely fashion.
FedEx and TNT Express will host a press conference today at 09:30 hours CET at the Amsterdam Hilton Apollolaan, which will be available via webcast http://player.companywebcast.com/citigateff/20150407_1/en/player
FedEx will host an audio webcast for analysts and investors today at 07:30 hours CDT (14:30 CET). This meeting can be followed on http://investors.fedex.com
TNT Express will host an analyst and investor conference call today at 15:30 hours CET.
Memphis, Tennessee; Hoofddorp, the Netherlands – April 7, 2015
Strategic Rationale
• The combined companies would be a strong global competitor in the transportation and logistics industry, drawing on the considerable and complementary strengths of both FedEx and TNT Express.
• The combined companies’ customers would enjoy access to a considerably enhanced, integrated global network. This network would benefit from the combined strength of TNT Express strong European road platform and Liege hub and FedEx’s strength in other regions globally, including North America and Asia. TNT Express customers would also benefit from access to the FedEx portfolio of solutions, including global air express, freight forwarding, contract logistics and surface transportation capabilities.
• FedEx will strengthen TNT Express with investment capacity, sector expertise and global scope.
• Employees will enjoy further growth opportunities with the extended reach and propositions offered by the combined organization.
• FedEx and TNT Express employees share a commitment to serving customers and delivering value for shareholders and supporting the communities they live and work in.
Transaction Details
The proposed transaction envisions the acquisition of the Shares of TNT Express pursuant to a recommended public offer by FedEx. The Offer Price per Share represents an implied equity value for 100% of TNT Express on a fully diluted basis of €4.4 billion ($4.8 billion).
The Offer Price represents a premium of 33% over the closing price of 2 April 2015 and a premium of 42% over the average volume weighted price per TNT Express Share of €5.63 ($6.14) over the last three calendar months.
The Offer Price is cum dividend except for the TNT Express final 2014 dividend of €0.08.
Transaction Funding
FedEx intends to finance the Offer by utilizing available cash resources and through existing and new debt arrangements. The proposed transaction will have no financing contingencies. FedEx has a market capitalization of $47 billion, solid investment grade credit rating and ample available liquidity. FedEx will make a timely certain funds announcement as required by Section 7 Paragraph 4 of the Decree.
Unanimously Recommended by TNT Express Executive & Supervisory Boards
The Executive Board and the Supervisory Board of TNT Express (the Boards) have frequently discussed the developments of the proposed transaction and the key decisions in connection therewith throughout the process. The Boards have received extensive financial and legal advice and have given careful consideration to the strategic, financial, operational and social aspects of the proposed transaction. After careful consideration, and also taking into account the fact that TNT Express has only recently launched its Outlook strategy for a stand-alone future, the TNT Express (the Boards) believe the Offer to be in the best interest of TNT Express and its stakeholders, including its shareholders, and intend to fully and unanimously support and recommend the Offer for acceptance to TNT Express’ shareholders, and vote in favour of the resolutions at the EGM (as described below). Furthermore, Mr. Vollebregt, the only member of the Boards who holds TNT Express shares will tender all of his shares under the Offer and vote in favor of the resolutions at the EGM.
On April 6, 2015, Goldman Sachs International issued an opinion to the Boards and Lazard issued an opinion to the Supervisory Board of TNT Express, in each case as to the fairness, as of that date, and based upon and subject to the factors and assumptions set forth in their respective opinions, that (i) the €8.00 in cash to be paid to the holders of Shares in the Offer was fair from a financial point of view to TNT Express shareholders in the Offer and to the holders of Shares and (ii) the purchase price to be paid to TNT Express for the entire TNT Express business under the proposed Asset Sale (as described below) was fair from a financial point of view to TNT Express.
Irrevocable from PostNL N.V.
PostNL N.V., holder of approximately 14.7% of the outstanding Shares of TNT Express, has committed to tender its shares under the Offer, if and when made, and to vote in favor of the resolutions proposed at the EGM. The irrevocable contains certain customary undertakings and conditions.
Management and Employees
The combination offers a unique opportunity to strengthen the resource base of both companies, thereby offering prospects for employees of the combined companies. FedEx has a long-standing history of developing leaders from within its organization, providing best-in-class training and development opportunities. FedEx will continue to respect existing work councils’, trade unions’ and employee rights and benefits (including pension rights).
The combined companies will cooperate to avoid any significant redundancies in the global or Dutch work forces. The combined companies will foster a culture of excellence, where qualified employees will be offered attractive training and national and international career progression based on available opportunities.
Governance TNT Express
After successful completion of the Offer, the TNT Express Supervisory Board will be composed of three new members selected by FedEx (being David Binks, Mark Allen and David Cunningham who will act as chairman) and of two members of the current Supervisory Board of TNT Express qualifying as independent within the meaning of the Dutch Corporate Governance Code, being Margot Scheltema and Shemaya Levy Chocron (the Independent Members). The Independent Members will continue to serve on the Supervisory Board for at least three years as of the commencement of the Offer. They will be charged particularly with monitoring the compliance with the non-financial covenants in relation to the offer and have certain veto rights with respect to the non-financial covenants and in case of dilution of minority shareholders or unequal treatment which could prejudice the value of the shares of minority shareholders after the Offer.
It is the intention of FedEx and Messrs. Gunning and De Vries that they will remain on the Executive Board of TNT Express after Settlement.
Non-financial Covenants
FedEx has provided certain non-financial covenants with regard to the strategy, governance, employees, integration, the TNT Express brand and retention matters described above, as well as other matters. These non-financial covenants will apply for three years following commencement of the Offer. FedEx and TNT Express have very similar corporate cultures and values which will govern the future success of the combined companies. The strong balance sheet of the combined companies will provide capital for TNT Express’ business, creating further efficiencies and new opportunities going forward.
The companies will be integrated. In order to facilitate such integration, an Integration Committee will be established that will determine the integration plans, monitor their implementation and do all things necessary to successfully optimize the integration of the combined companies. Messrs. Gunning and De Vries will be members of the Integration Committee for TNT Express. Recognizing the significant value of TNT Express’ operations, infrastructure, people and expertise in Europe, Amsterdam/Hoofddorp will become the European regional headquarters of the combined companies. Liege will be maintained as a significant operation for the group going forward. In addition, TNT Express’ operations as a European air carrier will be divested to address applicable airline ownership regulations. Where permitted by regulation, FedEx intends to transition TNT Express’ intercontinental air operations to FedEx.
FedEx will allow the combined companies to continue their leadership in sustainable development. The brand name of TNT Express will be maintained for an appropriate period. FedEx and TNT Express will ensure that the TNT Express group will remain prudently financed, including with respect to the level of debt, to safeguard business continuity and to support the success of the business.
Acquisition of 100%
FedEx’s willingness to pay the Offer Price is predicated on the acquisition of 100% of TNT Express Shares. FedEx and TNT Express anticipate that full integration of FedEx and TNT Express will deliver substantial operational, commercial, organizational and financial benefits which could not be fully achieved if TNT Express were to continue as a standalone entity with a minority shareholder base.
If FedEx acquires 95% of the Shares, FedEx intends to delist TNT Express from Euronext Amsterdam promptly and intends to initiate the statutory squeeze-out proceedings to obtain 100% of the Shares. If FedEx acquires less than 95% but at least 80% of the Shares, FedEx intends to acquire the entire business of TNT Express at the same price as the Offer Price pursuant to an asset sale, combined with a liquidation of TNT Express, to deliver such consideration to the remaining TNT Express shareholders (the Asset Sale and Liquidation). The Asset Sale and Liquidation is subject to TNT Express Extraordinary General Meeting (EGM) approval. The Boards have agreed to unanimously recommend to the shareholders to vote in favor of the Asset Sale and Liquidation.
FedEx may utilize all other available legal measures in order to acquire full ownership of TNT Express’ outstanding Shares and/ or its business in accordance with the terms of the Merger Protocol.
Pre-Offer and Offer Conditions
The commencement of the Offer is subject to the satisfaction or waiver (either in whole or in part) of pre-offer conditions customary for a transaction of this kind, including:
1 no material adverse effect having occurred and is continuing;
2 no material breach of the Merger Protocol having occurred;
3 the Dutch Authority for the Financial Markets (AFM) having approved the offer memorandum;
4 no revocation or amendment of the recommendation by the Boards;
5 no Superior Offer (as defined below) having been agreed upon by the third-party offeror and TNT Express, or having been launched;
6 no third party being obliged and has announced to make, or has made a mandatory offer pursuant to Dutch law for consideration that is at least equal to the Offer Price, or in connection with which no preference shares in the capital of TNT Express are outstanding;
7 no order, stay, injunction, judgement or decree having been issued by any court, arbitral tribunal, government, governmental authority, antitrust authority or other regulatory or administrative authority prohibiting the making or consummation of the transaction;
8 no notification having been received from the AFM stating that the preparations of the Offer are in breach of the Dutch offer rules;
9 trading in TNT Express’ shares on Euronext Amsterdam not having been suspended or ended as a result of a listing measure; and
10 the Stichting Continuïteit TNT Express (Foundation) not having exercised its call option to have preference shares in the capital of TNT Express issued to it, or the Foundation having exercised that call option in circumstances where such exercise is neither (i) detrimental to FedEx or (ii) in connection with a mandatory offer pursuant to Dutch law for all Shares by a third-party unrelated to FedEx.
If and when made, the consummation of the Offer will be subject to the satisfaction or waiver (either in whole or in part) of the following Offer conditions:
1 minimum acceptance level of at least 95% of Shares, which will be reduced to 80% in the event shareholder resolutions allowing an Asset Sale and Liquidation are passed at the EGM and the Offer conditions below are satisfied, provided, however, that FedEx may waive, to the extent permitted by applicable laws and regulations, the minimum acceptance level condition (either in whole or in part) without the consent of TNT Express if the acceptance level is 65% or more;
2 competition clearances having been obtained;
3 no material adverse effect having occurred;
4 no material breach of the Merger Protocol having occurred;
5 no revocation or amendment of the recommendation by the Boards;
6 no recommended Superior Offer (as defined below) having been agreed upon by the third-party offeror and TNT Express, or having been launched;
7 no third party being obliged and has announced to make, or has made a mandatory offer pursuant to Dutch law, for consideration that is at least equal to the Offer Price, or in connection with which no preference shares in the capital of TNT Express are outstanding;
8 no governmental or court order having been issued prohibiting the consummation of the transaction;
9 no notification having been received from the AFM stating that the preparations of the Offer are in breach of the Dutch offer rules;
10 trading in TNT Express’ shares on Euronext Amsterdam not having been suspended or ended as a result of a listing measure; and
11 the Foundation not having exercised its call option to have preference shares in the capital of TNT Express issued to it, or the Foundation having exercised that call option in circumstances where such exercise is neither (i) detrimental to FedEx or (ii) in connection with a mandatory offer pursuant to Dutch law for all Shares by a third-party unrelated to FedEx and the Foundation having agreed to terminate the Foundation call option agreement effective as per the Settlement, subject only to the Offer being declared unconditional (gestanddoening).
On termination of the Merger Protocol by FedEx on account of a material breach of the Merger Protocol by TNT Express or in case of a Superior Offer (as described below), TNT Express will forfeit a gross €45 million termination fee to FedEx.
On termination of the Merger Protocol by TNT Express on account of a material breach of the Merger Protocol by FedEx, the competition clearance not having been obtained, or FedEx failing to commence or pursue the Offer despite all conditions having been made satisfied or waived, FedEx will forfeit a gross €200 million reverse termination fee to TNT Express.
The foregoing termination fees are without prejudice to each party’s rights under the Merger Protocol to demand specific performance.
Superior Offer
FedEx and TNT Express may terminate the Merger Protocol in the event a bona fide third-party offeror makes an offer which, in the reasonable opinion of the Boards, is substantially more beneficial offer than FedEx’s offer, also taking into account conditionality, certainty, timing and non-financial covenants, which exceeds the Offer Price by at least 8% and is launched or is committed to be launched within eight weeks (a Superior Offer).
In the event of a Superior Offer, FedEx will be given the opportunity to match such offer, in which case the Merger Protocol may not be terminated by TNT Express. As part of the agreement, TNT Express has entered into customary undertakings not to solicit third party offers.
Indicative Timetable
FedEx and TNT Express will seek to obtain all necessary approvals and competition clearances as soon as practicable. The required advice and consultation procedures with TNT Express Central Works Council, European Works Council and unions will be commenced immediately.
FedEx and TNT Express are confident that FedEx will secure all relevant completion approvals as soon as practicable. The combination of FedEx and TNT Express is not expected to raise antitrust concerns, principally as a result of the strengths of competitors in relevant markets.
It is FedEx’s intention to submit a request for approval of its Offer document to the AFM within six weeks from today and to publish the Offer memorandum shortly after approval of the AFM, in accordance with the applicable statutory timetable.
TNT Express will hold the EGM at least 10 business days before closing of the Offer period in accordance with Section 18 Paragraph 1 of the Decree to inform the TNT Express shareholders about the Offer. The TNT Express shareholders shall be requested to (i) resolve on amendment of the TNT Express Articles of Association, (ii) accept the resignation of the resigning members of the Boards, provide discharge to each member of the Boards and appoint the new members to the Boards and (iii) approve the Asset Sale and Liquidation and conversion of TNT Express into a BV.
A position statement providing further information to the TNT Express shareholders in accordance with Article 18, Paragraph 2 of the Decree shall be timely made available by TNT Express. Based on the required steps and subject to the necessary approvals, FedEx and TNT Express anticipate that the Offer will close in the first half of calendar year 2016.
Transaction Advisors
In connection with the transaction, FedEx’s financial advisor is J.P. Morgan Securities LLC, and its legal advisors are NautaDutilh N.V. and Baker & McKenzie. On behalf of TNT Express, Goldman Sachs International and Lazard are acting as financial advisors and Allen & Overy LLP (Amsterdam) is acting as legal advisor.
Notice to US holders of TNT Express Shares
The Offer will be made for the securities of TNT Express, a public limited liability company incorporated under Dutch Law, and is subject to Dutch disclosure and procedural requirements, which are different from those of the United States. The Offer will be made in the United States in compliance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act), and the rules and regulations promulgated thereunder, including Regulation 14E, and may be subject to the exemptions provided by Rule 14d-1 (d) under the U.S. Exchange Act and otherwise in accordance with the requirements of Dutch law. Accordingly, the Offer will be subject to certain disclosure and other procedural requirements, including with respect to the Offer timetable and settlement procedures that are different from those applicable under U.S. domestic tender offer procedures and laws.
The receipt of cash pursuant to the Offer by a U.S. holder of TNT Express Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of TNT Express Shares is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the Offer.
It may be difficult for U.S. holders of TNT Express Shares to enforce their rights and claims arising out of the U.S. federal securities laws, since TNT Express is located in a country other the United States, and some or all of its officers and directors may be residents of country other than the United States. U.S. holders of TNT Express Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.
To the extent permissible under applicable law or regulation, including Rule 14e-5 of the US Exchange Act, in accordance with normal Dutch practice. FedEx and its affiliates or broker (acting as agents for FedEx or its affiliates, as applicable) may from time to time after the date hereof, and other than pursuant to the Offer, directly or indirect purchase, or arrange to purchase, ordinary shares of TNT Express that are the subject of the Offer or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In no event will any such purchases be made for a price per share that is greater than the Offer price. To the extent information about such purchases or arrangements to purchase is made public in The Netherlands, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of TNT Express of such information. No purchases will be made outside the Offer in the United States by or on behalf of FedEx. In addition, the financial advisors to FedEx may also engage in ordinary course trading activities in securities of TNT Express, which may include purchases or arrangements to purchase such securities.
Restrictions
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, FedEx and TNT Express disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither FedEx, nor TNT Express, nor any of their advisors assumes any responsibility for any violation by any of these restrictions. Any TNT Express shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor without delay. This announcement is not to be published or distributed in or to Canada or Japan.
The information in the press release is not intended to be complete. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or the solicitation of an offer to buy or acquire the securities of TNT Express in any jurisdiction.
Forward Looking Statements
Certain statements in this press release may be considered “forward-looking statements,” such as statements relating to the impact of this transaction on FedEx and TNT Express. Forward-looking statements include those preceded by, followed by or that include the words “anticipated,” “expected” or similar expressions. These forward-looking statements speak only as of the date of this release. Although FedEx and TNT Express believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these forward-looking statements will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, receipt of regulatory approvals without unexpected delays or conditions, FedEx’s ability to successfully operate TNT Express without disruption to its other business activities, FedEx’s ability to achieve the anticipated results from the acquisition of TNT Express, the effects of competition (in particular the response to the transaction in the marketplace), economic conditions in the global markets in which FedEx and TNT Express operate, and other factors that can be found in FedEx’s and its subsidiaries’ and TNT Express press releases and public filings.
Neither FedEx nor TNT Express, nor any of their advisors, accepts any responsibility for any financial information contained in this press release relating to the business, results of operations or financial condition of the other or their respective groups. Each of FedEx and TNT Express expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
This is a joint press release by FedEx Corporation and TNT Express N.V., pursuant to Section 5 Paragraph 1 of the Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the Decree) in connection with the intended public offer by FedEx Corporation for all the issued and outstanding 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. Any offer will be made only by means of an offer memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada or Japan.
April 7, 2015 - FedEx Corporation (NYSE: FDX) (FedEx) and TNT Express N.V. (Euronext Amsterdam: TNTE) today announced that they have reached a conditional agreement (the Merger Protocol) on a recommended all-cash offer for all issued and outstanding ordinary shares, including shares represented by American Depositary Receipts (the Shares) of TNT Express (the Offer) for a cash offer price of €8.00 per share cum dividend except for the TNT Express final 2014 dividend of €0.08 (the Offer Price) in a transaction valuing TNT Express at an implied equity value of approximately €4.4 billion ($4.8 billion).
Frederick W. Smith, Chairman and CEO of FedEx Corp., said: “We believe that this strategic acquisition will add significant value for FedEx shareowners, team members and customers around the globe. This transaction allows us to quickly broaden our portfolio of international transportation solutions to take advantage of market trends – especially the continuing growth of global e-commerce – and positions FedEx for greater long-term profitable growth.”
Tex Gunning, CEO of TNT Express, said: “This offer comes at a time of important transformations within TNT Express and we were fully geared to executing our stand-alone strategy. But while we did not solicit an acquisition, we truly believe that FedEx’s proposal, both from a financial and a non-financial view, is good news for all stakeholders. Our people and customers can profit from the true global reach and expanded propositions, while with this offer our shareholders can already reap benefits today that otherwise would only have been available in the longer run.”
Transaction highlights:
• FedEx Corporation (FedEx) and TNT Express N.V. (TNT Express) reached conditional agreement on recommended all-cash public offer of €8.00 per ordinary TNT Express share.
• The Offer Price represents a premium of 33% over the closing price of 2 April 2015 and a premium of 42% over the average volume weighted price per TNT Express share of €5.63 over the last 3 calendar months.
• The transaction represents an implied equity value for TNT Express of €4.4 billion ($4.8 billion).
• Transaction unanimously recommended and supported by TNT Express’ Executive Board and Supervisory Board.
• High level of deal certainty.
• PostNL N.V. has irrevocably confirmed to support the Offer and tender its 14.7% TNT Express shareholding.
• Combination will transform FedEx’s European capabilities and accelerate global growth.
• Customers will enjoy access to an enhanced, integrated global network, combining TNT Express strong European capabilities and FedEx’s strength in other regions globally, including North America and Asia.
• FedEx and TNT Express employees share a commitment to serving customers and delivering value for shareholders and supporting the communities they live and work in.
• The parties have agreed to certain non-financial covenants including:
-Existing employment terms of TNT Express will be respected.
- The European regional headquarters of the combined companies will be in Amsterdam/Hoofddorp.
-TNT Express hub in Liege will be maintained as a significant operation for the group going forward.
- TNT Express’ airline operations will be divested, in compliance with applicable airline ownership regulations.
• FedEx and TNT Express anticipate that the Offer will close in the first half of calendar year 2016.
• FedEx and TNT Express are confident that anti-trust concerns, if any, can be addressed adequately in a timely fashion.
FedEx and TNT Express will host a press conference today at 09:30 hours CET at the Amsterdam Hilton Apollolaan, which will be available via webcast http://player.companywebcast.com/citigateff/20150407_1/en/player
FedEx will host an audio webcast for analysts and investors today at 07:30 hours CDT (14:30 CET). This meeting can be followed on http://investors.fedex.com
TNT Express will host an analyst and investor conference call today at 15:30 hours CET.
Memphis, Tennessee; Hoofddorp, the Netherlands – April 7, 2015
Strategic Rationale
• The combined companies would be a strong global competitor in the transportation and logistics industry, drawing on the considerable and complementary strengths of both FedEx and TNT Express.
• The combined companies’ customers would enjoy access to a considerably enhanced, integrated global network. This network would benefit from the combined strength of TNT Express strong European road platform and Liege hub and FedEx’s strength in other regions globally, including North America and Asia. TNT Express customers would also benefit from access to the FedEx portfolio of solutions, including global air express, freight forwarding, contract logistics and surface transportation capabilities.
• FedEx will strengthen TNT Express with investment capacity, sector expertise and global scope.
• Employees will enjoy further growth opportunities with the extended reach and propositions offered by the combined organization.
• FedEx and TNT Express employees share a commitment to serving customers and delivering value for shareholders and supporting the communities they live and work in.
Transaction Details
The proposed transaction envisions the acquisition of the Shares of TNT Express pursuant to a recommended public offer by FedEx. The Offer Price per Share represents an implied equity value for 100% of TNT Express on a fully diluted basis of €4.4 billion ($4.8 billion).
The Offer Price represents a premium of 33% over the closing price of 2 April 2015 and a premium of 42% over the average volume weighted price per TNT Express Share of €5.63 ($6.14) over the last three calendar months.
The Offer Price is cum dividend except for the TNT Express final 2014 dividend of €0.08.
Transaction Funding
FedEx intends to finance the Offer by utilizing available cash resources and through existing and new debt arrangements. The proposed transaction will have no financing contingencies. FedEx has a market capitalization of $47 billion, solid investment grade credit rating and ample available liquidity. FedEx will make a timely certain funds announcement as required by Section 7 Paragraph 4 of the Decree.
Unanimously Recommended by TNT Express Executive & Supervisory Boards
The Executive Board and the Supervisory Board of TNT Express (the Boards) have frequently discussed the developments of the proposed transaction and the key decisions in connection therewith throughout the process. The Boards have received extensive financial and legal advice and have given careful consideration to the strategic, financial, operational and social aspects of the proposed transaction. After careful consideration, and also taking into account the fact that TNT Express has only recently launched its Outlook strategy for a stand-alone future, the TNT Express (the Boards) believe the Offer to be in the best interest of TNT Express and its stakeholders, including its shareholders, and intend to fully and unanimously support and recommend the Offer for acceptance to TNT Express’ shareholders, and vote in favour of the resolutions at the EGM (as described below). Furthermore, Mr. Vollebregt, the only member of the Boards who holds TNT Express shares will tender all of his shares under the Offer and vote in favor of the resolutions at the EGM.
On April 6, 2015, Goldman Sachs International issued an opinion to the Boards and Lazard issued an opinion to the Supervisory Board of TNT Express, in each case as to the fairness, as of that date, and based upon and subject to the factors and assumptions set forth in their respective opinions, that (i) the €8.00 in cash to be paid to the holders of Shares in the Offer was fair from a financial point of view to TNT Express shareholders in the Offer and to the holders of Shares and (ii) the purchase price to be paid to TNT Express for the entire TNT Express business under the proposed Asset Sale (as described below) was fair from a financial point of view to TNT Express.
Irrevocable from PostNL N.V.
PostNL N.V., holder of approximately 14.7% of the outstanding Shares of TNT Express, has committed to tender its shares under the Offer, if and when made, and to vote in favor of the resolutions proposed at the EGM. The irrevocable contains certain customary undertakings and conditions.
Management and Employees
The combination offers a unique opportunity to strengthen the resource base of both companies, thereby offering prospects for employees of the combined companies. FedEx has a long-standing history of developing leaders from within its organization, providing best-in-class training and development opportunities. FedEx will continue to respect existing work councils’, trade unions’ and employee rights and benefits (including pension rights).
The combined companies will cooperate to avoid any significant redundancies in the global or Dutch work forces. The combined companies will foster a culture of excellence, where qualified employees will be offered attractive training and national and international career progression based on available opportunities.
Governance TNT Express
After successful completion of the Offer, the TNT Express Supervisory Board will be composed of three new members selected by FedEx (being David Binks, Mark Allen and David Cunningham who will act as chairman) and of two members of the current Supervisory Board of TNT Express qualifying as independent within the meaning of the Dutch Corporate Governance Code, being Margot Scheltema and Shemaya Levy Chocron (the Independent Members). The Independent Members will continue to serve on the Supervisory Board for at least three years as of the commencement of the Offer. They will be charged particularly with monitoring the compliance with the non-financial covenants in relation to the offer and have certain veto rights with respect to the non-financial covenants and in case of dilution of minority shareholders or unequal treatment which could prejudice the value of the shares of minority shareholders after the Offer.
It is the intention of FedEx and Messrs. Gunning and De Vries that they will remain on the Executive Board of TNT Express after Settlement.
Non-financial Covenants
FedEx has provided certain non-financial covenants with regard to the strategy, governance, employees, integration, the TNT Express brand and retention matters described above, as well as other matters. These non-financial covenants will apply for three years following commencement of the Offer. FedEx and TNT Express have very similar corporate cultures and values which will govern the future success of the combined companies. The strong balance sheet of the combined companies will provide capital for TNT Express’ business, creating further efficiencies and new opportunities going forward.
The companies will be integrated. In order to facilitate such integration, an Integration Committee will be established that will determine the integration plans, monitor their implementation and do all things necessary to successfully optimize the integration of the combined companies. Messrs. Gunning and De Vries will be members of the Integration Committee for TNT Express. Recognizing the significant value of TNT Express’ operations, infrastructure, people and expertise in Europe, Amsterdam/Hoofddorp will become the European regional headquarters of the combined companies. Liege will be maintained as a significant operation for the group going forward. In addition, TNT Express’ operations as a European air carrier will be divested to address applicable airline ownership regulations. Where permitted by regulation, FedEx intends to transition TNT Express’ intercontinental air operations to FedEx.
FedEx will allow the combined companies to continue their leadership in sustainable development. The brand name of TNT Express will be maintained for an appropriate period. FedEx and TNT Express will ensure that the TNT Express group will remain prudently financed, including with respect to the level of debt, to safeguard business continuity and to support the success of the business.
Acquisition of 100%
FedEx’s willingness to pay the Offer Price is predicated on the acquisition of 100% of TNT Express Shares. FedEx and TNT Express anticipate that full integration of FedEx and TNT Express will deliver substantial operational, commercial, organizational and financial benefits which could not be fully achieved if TNT Express were to continue as a standalone entity with a minority shareholder base.
If FedEx acquires 95% of the Shares, FedEx intends to delist TNT Express from Euronext Amsterdam promptly and intends to initiate the statutory squeeze-out proceedings to obtain 100% of the Shares. If FedEx acquires less than 95% but at least 80% of the Shares, FedEx intends to acquire the entire business of TNT Express at the same price as the Offer Price pursuant to an asset sale, combined with a liquidation of TNT Express, to deliver such consideration to the remaining TNT Express shareholders (the Asset Sale and Liquidation). The Asset Sale and Liquidation is subject to TNT Express Extraordinary General Meeting (EGM) approval. The Boards have agreed to unanimously recommend to the shareholders to vote in favor of the Asset Sale and Liquidation.
FedEx may utilize all other available legal measures in order to acquire full ownership of TNT Express’ outstanding Shares and/ or its business in accordance with the terms of the Merger Protocol.
Pre-Offer and Offer Conditions
The commencement of the Offer is subject to the satisfaction or waiver (either in whole or in part) of pre-offer conditions customary for a transaction of this kind, including:
1 no material adverse effect having occurred and is continuing;
2 no material breach of the Merger Protocol having occurred;
3 the Dutch Authority for the Financial Markets (AFM) having approved the offer memorandum;
4 no revocation or amendment of the recommendation by the Boards;
5 no Superior Offer (as defined below) having been agreed upon by the third-party offeror and TNT Express, or having been launched;
6 no third party being obliged and has announced to make, or has made a mandatory offer pursuant to Dutch law for consideration that is at least equal to the Offer Price, or in connection with which no preference shares in the capital of TNT Express are outstanding;
7 no order, stay, injunction, judgement or decree having been issued by any court, arbitral tribunal, government, governmental authority, antitrust authority or other regulatory or administrative authority prohibiting the making or consummation of the transaction;
8 no notification having been received from the AFM stating that the preparations of the Offer are in breach of the Dutch offer rules;
9 trading in TNT Express’ shares on Euronext Amsterdam not having been suspended or ended as a result of a listing measure; and
10 the Stichting Continuïteit TNT Express (Foundation) not having exercised its call option to have preference shares in the capital of TNT Express issued to it, or the Foundation having exercised that call option in circumstances where such exercise is neither (i) detrimental to FedEx or (ii) in connection with a mandatory offer pursuant to Dutch law for all Shares by a third-party unrelated to FedEx.
If and when made, the consummation of the Offer will be subject to the satisfaction or waiver (either in whole or in part) of the following Offer conditions:
1 minimum acceptance level of at least 95% of Shares, which will be reduced to 80% in the event shareholder resolutions allowing an Asset Sale and Liquidation are passed at the EGM and the Offer conditions below are satisfied, provided, however, that FedEx may waive, to the extent permitted by applicable laws and regulations, the minimum acceptance level condition (either in whole or in part) without the consent of TNT Express if the acceptance level is 65% or more;
2 competition clearances having been obtained;
3 no material adverse effect having occurred;
4 no material breach of the Merger Protocol having occurred;
5 no revocation or amendment of the recommendation by the Boards;
6 no recommended Superior Offer (as defined below) having been agreed upon by the third-party offeror and TNT Express, or having been launched;
7 no third party being obliged and has announced to make, or has made a mandatory offer pursuant to Dutch law, for consideration that is at least equal to the Offer Price, or in connection with which no preference shares in the capital of TNT Express are outstanding;
8 no governmental or court order having been issued prohibiting the consummation of the transaction;
9 no notification having been received from the AFM stating that the preparations of the Offer are in breach of the Dutch offer rules;
10 trading in TNT Express’ shares on Euronext Amsterdam not having been suspended or ended as a result of a listing measure; and
11 the Foundation not having exercised its call option to have preference shares in the capital of TNT Express issued to it, or the Foundation having exercised that call option in circumstances where such exercise is neither (i) detrimental to FedEx or (ii) in connection with a mandatory offer pursuant to Dutch law for all Shares by a third-party unrelated to FedEx and the Foundation having agreed to terminate the Foundation call option agreement effective as per the Settlement, subject only to the Offer being declared unconditional (gestanddoening).
On termination of the Merger Protocol by FedEx on account of a material breach of the Merger Protocol by TNT Express or in case of a Superior Offer (as described below), TNT Express will forfeit a gross €45 million termination fee to FedEx.
On termination of the Merger Protocol by TNT Express on account of a material breach of the Merger Protocol by FedEx, the competition clearance not having been obtained, or FedEx failing to commence or pursue the Offer despite all conditions having been made satisfied or waived, FedEx will forfeit a gross €200 million reverse termination fee to TNT Express.
The foregoing termination fees are without prejudice to each party’s rights under the Merger Protocol to demand specific performance.
Superior Offer
FedEx and TNT Express may terminate the Merger Protocol in the event a bona fide third-party offeror makes an offer which, in the reasonable opinion of the Boards, is substantially more beneficial offer than FedEx’s offer, also taking into account conditionality, certainty, timing and non-financial covenants, which exceeds the Offer Price by at least 8% and is launched or is committed to be launched within eight weeks (a Superior Offer).
In the event of a Superior Offer, FedEx will be given the opportunity to match such offer, in which case the Merger Protocol may not be terminated by TNT Express. As part of the agreement, TNT Express has entered into customary undertakings not to solicit third party offers.
Indicative Timetable
FedEx and TNT Express will seek to obtain all necessary approvals and competition clearances as soon as practicable. The required advice and consultation procedures with TNT Express Central Works Council, European Works Council and unions will be commenced immediately.
FedEx and TNT Express are confident that FedEx will secure all relevant completion approvals as soon as practicable. The combination of FedEx and TNT Express is not expected to raise antitrust concerns, principally as a result of the strengths of competitors in relevant markets.
It is FedEx’s intention to submit a request for approval of its Offer document to the AFM within six weeks from today and to publish the Offer memorandum shortly after approval of the AFM, in accordance with the applicable statutory timetable.
TNT Express will hold the EGM at least 10 business days before closing of the Offer period in accordance with Section 18 Paragraph 1 of the Decree to inform the TNT Express shareholders about the Offer. The TNT Express shareholders shall be requested to (i) resolve on amendment of the TNT Express Articles of Association, (ii) accept the resignation of the resigning members of the Boards, provide discharge to each member of the Boards and appoint the new members to the Boards and (iii) approve the Asset Sale and Liquidation and conversion of TNT Express into a BV.
A position statement providing further information to the TNT Express shareholders in accordance with Article 18, Paragraph 2 of the Decree shall be timely made available by TNT Express. Based on the required steps and subject to the necessary approvals, FedEx and TNT Express anticipate that the Offer will close in the first half of calendar year 2016.
Transaction Advisors
In connection with the transaction, FedEx’s financial advisor is J.P. Morgan Securities LLC, and its legal advisors are NautaDutilh N.V. and Baker & McKenzie. On behalf of TNT Express, Goldman Sachs International and Lazard are acting as financial advisors and Allen & Overy LLP (Amsterdam) is acting as legal advisor.
Notice to US holders of TNT Express Shares
The Offer will be made for the securities of TNT Express, a public limited liability company incorporated under Dutch Law, and is subject to Dutch disclosure and procedural requirements, which are different from those of the United States. The Offer will be made in the United States in compliance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act), and the rules and regulations promulgated thereunder, including Regulation 14E, and may be subject to the exemptions provided by Rule 14d-1 (d) under the U.S. Exchange Act and otherwise in accordance with the requirements of Dutch law. Accordingly, the Offer will be subject to certain disclosure and other procedural requirements, including with respect to the Offer timetable and settlement procedures that are different from those applicable under U.S. domestic tender offer procedures and laws.
The receipt of cash pursuant to the Offer by a U.S. holder of TNT Express Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of TNT Express Shares is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the Offer.
It may be difficult for U.S. holders of TNT Express Shares to enforce their rights and claims arising out of the U.S. federal securities laws, since TNT Express is located in a country other the United States, and some or all of its officers and directors may be residents of country other than the United States. U.S. holders of TNT Express Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.
To the extent permissible under applicable law or regulation, including Rule 14e-5 of the US Exchange Act, in accordance with normal Dutch practice. FedEx and its affiliates or broker (acting as agents for FedEx or its affiliates, as applicable) may from time to time after the date hereof, and other than pursuant to the Offer, directly or indirect purchase, or arrange to purchase, ordinary shares of TNT Express that are the subject of the Offer or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In no event will any such purchases be made for a price per share that is greater than the Offer price. To the extent information about such purchases or arrangements to purchase is made public in The Netherlands, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of TNT Express of such information. No purchases will be made outside the Offer in the United States by or on behalf of FedEx. In addition, the financial advisors to FedEx may also engage in ordinary course trading activities in securities of TNT Express, which may include purchases or arrangements to purchase such securities.
Restrictions
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, FedEx and TNT Express disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither FedEx, nor TNT Express, nor any of their advisors assumes any responsibility for any violation by any of these restrictions. Any TNT Express shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor without delay. This announcement is not to be published or distributed in or to Canada or Japan.
The information in the press release is not intended to be complete. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or the solicitation of an offer to buy or acquire the securities of TNT Express in any jurisdiction.
Forward Looking Statements
Certain statements in this press release may be considered “forward-looking statements,” such as statements relating to the impact of this transaction on FedEx and TNT Express. Forward-looking statements include those preceded by, followed by or that include the words “anticipated,” “expected” or similar expressions. These forward-looking statements speak only as of the date of this release. Although FedEx and TNT Express believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these forward-looking statements will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, receipt of regulatory approvals without unexpected delays or conditions, FedEx’s ability to successfully operate TNT Express without disruption to its other business activities, FedEx’s ability to achieve the anticipated results from the acquisition of TNT Express, the effects of competition (in particular the response to the transaction in the marketplace), economic conditions in the global markets in which FedEx and TNT Express operate, and other factors that can be found in FedEx’s and its subsidiaries’ and TNT Express press releases and public filings.
Neither FedEx nor TNT Express, nor any of their advisors, accepts any responsibility for any financial information contained in this press release relating to the business, results of operations or financial condition of the other or their respective groups. Each of FedEx and TNT Express expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Wednesday, April 1, 2015
CITT Announcement
CITT launches publicly-verifiable, online list of their current professional logistics experts
Toronto, Ontario – April 1, 2015 - Now industry can verify easily that someone’s CCLP designation is fully up-to-date and in effect in the current year. The CITT List of Current CCLPs is searchable at www.citt.ca/CCLPs
Not just anyone can call themselves a CCLP (CITT-Certified Logistics Professional)
Completing CITT’s academic program is not the same as being a full designation holder. To be eligible to hold the designation, people complete a rigorous, case-based program of study, have a minimum of ~10,000 hours of industry experience, they accept a professional code of ethics that recognizes their service for the public good AND commit to regularly invest time in their ongoing professional development. After people meet these requirements, CCLP designation holders must recommit to the business of supply chain logistics and their own competitiveness every year.
Unlike a one-time, university degree or a college diploma, the best industry-granted professional designations require their holders to provide evidence that they’ve invested time in their ongoing professional development. This puts CITT’s CCLP designation in the ranks of other respected credentials such as the CPA, CA (Chartered Accountant), PMP (Professional Project Manager) and CHRP (Certified HR Professional), as well as trusted healthcare professionals like pharmacists and registered nurses.
“CCLP designation holders really work at staying relevant throughout their careers and are very proud of their commitment to the supply chain logistics sector,” says Catherine Viglas, CITT’s President. “CITT has certified thousands of logistics professionals since our inception in 1958, but only those who have maintained their CCLP designation into 2015 get to be on ‘The List’.”
Since supply chain logistics is an incredibly complex, constantly evolving field, CITT believes that their renewal requirement for continuing professional development is good for industry, companies, as well as for the pros who carry CITT’s well-respected credential.
Viglas adds: “This new public verifiability of our current credential holders adds extra credibility to the CCLP designation and more value to our CCLPs who make the effort to keep their knowledge sharp and maintain their status year-after-year.”
CITT also publishes the names and pictures of newly certified CCLP designation holders on their website annually, as well as in the September/October issue of Canadian Shipper. And, since people can complete the requirements for the CCLP designation throughout the calendar year, new CCLP designation holders will be added to CITT’s new publically-searchable List of Current CCLPs every week. The 2015 List of Current CCLPs is searchable right now at www.citt.ca/CCLPs. People or companies can also contact CITT directly to verify a professional’s designation status.
Toronto, Ontario – April 1, 2015 - Now industry can verify easily that someone’s CCLP designation is fully up-to-date and in effect in the current year. The CITT List of Current CCLPs is searchable at www.citt.ca/CCLPs
Not just anyone can call themselves a CCLP (CITT-Certified Logistics Professional)
Completing CITT’s academic program is not the same as being a full designation holder. To be eligible to hold the designation, people complete a rigorous, case-based program of study, have a minimum of ~10,000 hours of industry experience, they accept a professional code of ethics that recognizes their service for the public good AND commit to regularly invest time in their ongoing professional development. After people meet these requirements, CCLP designation holders must recommit to the business of supply chain logistics and their own competitiveness every year.
Unlike a one-time, university degree or a college diploma, the best industry-granted professional designations require their holders to provide evidence that they’ve invested time in their ongoing professional development. This puts CITT’s CCLP designation in the ranks of other respected credentials such as the CPA, CA (Chartered Accountant), PMP (Professional Project Manager) and CHRP (Certified HR Professional), as well as trusted healthcare professionals like pharmacists and registered nurses.
“CCLP designation holders really work at staying relevant throughout their careers and are very proud of their commitment to the supply chain logistics sector,” says Catherine Viglas, CITT’s President. “CITT has certified thousands of logistics professionals since our inception in 1958, but only those who have maintained their CCLP designation into 2015 get to be on ‘The List’.”
Since supply chain logistics is an incredibly complex, constantly evolving field, CITT believes that their renewal requirement for continuing professional development is good for industry, companies, as well as for the pros who carry CITT’s well-respected credential.
Viglas adds: “This new public verifiability of our current credential holders adds extra credibility to the CCLP designation and more value to our CCLPs who make the effort to keep their knowledge sharp and maintain their status year-after-year.”
CITT also publishes the names and pictures of newly certified CCLP designation holders on their website annually, as well as in the September/October issue of Canadian Shipper. And, since people can complete the requirements for the CCLP designation throughout the calendar year, new CCLP designation holders will be added to CITT’s new publically-searchable List of Current CCLPs every week. The 2015 List of Current CCLPs is searchable right now at www.citt.ca/CCLPs. People or companies can also contact CITT directly to verify a professional’s designation status.
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