UPS Public Offer for TNT Express – Extension of Offer Period
ATLANTA & HOOFDDORP, Netherlands -- August 22, 2012
United Parcel Service, Inc. (UPS) today announced the Offer Period for UPS’s
public Offer for TNT Express N.V. (TNT Express), after its initial expiry on
31 August 2012, will be extended until 9 November 2012. UPS will formally
confirm the extension of the Offer Period through a regulatory announcement on
5 September 2012.
The conditions for completion of the Offer, in particular the antitrust
condition, will not be fulfilled before the expiry of the Offer Period on 31
August 2012. Therefore, UPS will, within 3 business days following the expiry
of the Offer Period, extend the Offer Period in accordance with the terms and
conditions set out in the Offer Memorandum dated 21 June 2012. The Offer
Period will be extended until 9 November 2012 in accordance with Article 15,
paragraphs 1 and 2 of the Decree on public offers Wft (Besluit Openbare
Biedingen Wft, the Decree).
UPS and TNT Express anticipate completion of the offer and close of the
transaction in the fourth quarter of 2012.
Following extension of the Offer Period, Shares tendered during the initial
offer period may be withdrawn in accordance with the provisions of Article 15,
paragraph 3 of the Decree. Any Shares tendered during the initial Offer Period
and not withdrawn will remain subject to the Offer.
UPS and TNT Express remain committed to the Offer and are working closely to
fulfill all Offer conditions. Under the terms of the €5.16 billion ($6.28
billion ) Offer, UPS will acquire TNT Express to create a service leader in
the logistics industry and an enhanced, integrated global network. The
complementary strengths of both organizations will create a customer-focused
global platform that will be a leader in transportation technology and
The combined network will help facilitate the flow of trade, making customers
more competitive not just in U.S. and European markets, but also in markets
across Asia and Latin America – helping to stimulate much needed economic
Offer Memorandum, Position Statement and further information
UPS Bidco B.V., a wholly owned subsidiary of UPS (the Offeror), is making the
Offer on the terms and subject to the conditions and restrictions contained in
the Offer Memorandum, dated 21 June 2012. TNT Express has also made available
the Position Statement, containing the information required by Article 18,
paragraph 2 and Annex G of the Decree in connection with the Offer.
Terms not defined herein shall have the meaning as set out in the Offer
This announcement contains selected, condensed information regarding the Offer
and does not replace the Offer Memorandum and/ or the Position Statement. The
information in this announcement is not complete and additional information is
contained in the Offer Memorandum and the Position Statement.
Shareholders are advised to review the Offer Memorandum and the Position
Statement in detail and to seek independent advice where appropriate in order
to reach a reasoned judgment in respect of the Offer and the content of the
Offer Memorandum and the Position Statement.
Copies of the Offer Memorandum will be available free of charge at the offices
of the Offeror, TNT Express, the Listing and Exchange Agent and the ADS Tender
Agent and can be obtained by contacting UPS, or TNT Express, the Listing and
Exchange Agent or the ADS Tender Agent at the addresses below.
United Parcel Service (NYSE:UPS) is a global leader in logistics, offering a
broad range of solutions including the transportation of packages and freight,
the facilitation of international trade, and the deployment of advanced
technology to manage the world of business more efficiently. Headquartered in
Atlanta, UPS serves more than 220 countries and territories worldwide. The
company can be found on the Web at UPS.com and its corporate blog can be found
at blog.UPS.com. To receive UPS news direct, visit pressroom.UPS.com/RSS.
About TNT Express
TNT Express (NYSE Euronext: TNTE) is one of the world’s largest express
delivery companies. On a daily basis, TNT Express delivers close to 1 million
consignments ranging from documents and parcels to palletized freight. The
company operates road and air transportation networks in Europe, the Middle
East and Africa, Asia-Pacific and the Americas. TNT Express had revenues of
€7.25 billion in 2011.
 Assuming FX spot rate as of 12 July, 2012 of EUR / USD 1.2178 (Source:
This is a joint press release by United Parcel Service, Inc. and TNT Express
N.V. pursuant to the provisions of Article 4, paragraph 3 of the Decree in
connection with the recommended public Offer by United Parcel Service, Inc.
for all the issued and outstanding ordinary shares and all American depositary
shares representing ordinary shares in the capital of TNT Express N.V. This
announcement does not constitute an Offer, or any solicitation of any Offer,
to buy or subscribe for any securities in TNT Express N.V. The Offer is made
only by means of the Offer Memorandum (as defined below). This announcement is
not for release, publication or distribution, in whole or in part, in or into
directly or indirectly Canada or Japan. Terms not defined in this press
release will have the meaning as set forth in the Offer Memorandum.
Peggy Gardner (Public Relations)
+1 404 828 6051
Anton Van der Lande (Europe)
+32 475 279 712
Andy Dolny (Investor Relations)
+1 404 828 8901
Neil Bennett, Tom Buchanan, David Sturken
+44 207 379 5151
SPJ (The Netherlands)
Kees Jongsma, Wim Moerkerk
+31 20 647 8181
Erik van Venetië (External Communications)
Phone +31 6 836 33133
Andrew Beh (Investor Relations)
Phone +31 (0) 88 393 9500
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