El gigante de la paquetería estadounidense Fedex ha acordado comprar su rival holandesa TNT en una operación que valora el total de la compañía en 4.400 millones de euros.
Los accionistas de TNT recibirán ocho euros en metálico por cada uno de sus títulos, lo que supone un 33% más que el último precio de cierre del 2 de abril.
La oferta ha sido aprobada y recomendada por el consejo de TNT de forma unánime. El principal accinista de TNT es la compañía postal PostNL, con el 14,8%, seguido de UBS, que controla el 5,8% y otros accionistas institucionales.
La operación se cierra a expensas de lo que decidan las autoridades de competencia. Hace dos años, United Parcel Service (UPS) retiró una oferta de compra similar por TNT después de que los reguladores amenzazaran con bloquear la operación. Fedex ha declarado que confía en que las objeciones de competencia "de haberlas, puedan ser manejadas de forma adecuada". Entre otras medidas, TNT planea vender su aerolínea y operaciones de carga, informa Bloomberg.
Tras la retirada de UPS, TNT se ha embarcado en la búsqueda de un comprador que ahora parece dar frutos. La empresa compite en Europa con empresas como Deutsche Post y DHL Express.
Para Fedex, supone reforzar su presencia en Europa, un mercado donde había tenido un desarrollo limitado.
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La oferta de compra hecha pública ayer por la cual la estadounidense Fedex tiene previsto adquirir a la también red de mensajería y paquetería TNT, podría servir, entre otras cosas, para convertir a la compañía norteamericana en uno de los principales operadores de paquetería industrial y transporte urgente en nuestro país. De hecho, FedEx ha reiterado en los últimos años su intención de reforzar su red en Europa, donde ha añadido un centenar de nuevas estaciones y más de 6.100 empleados en los dos pasados ejercicios.
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
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.”
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.
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:
no material adverse effect having occurred and is continuing;
no material breach of the Merger Protocol having occurred;
the Dutch Authority for the Financial Markets (AFM) having approved the offer memorandum;
no revocation or amendment of the recommendation by the Boards;
no Superior Offer (as defined below) having been agreed upon by the third-party offeror and TNT Express, or having been launched;
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;
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;
no notification having been received from the AFM stating that the preparations of the Offer are in breach of the Dutch offer rules;
trading in TNT Express’ shares on Euronext Amsterdam not having been suspended or ended as a result of a listing measure; and
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.
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