UPS and TNT Express Announce Remedies Have Been Submitted to the European
ATLANTA & HOOFDDORP, Netherlands -- November 30, 2012
United Parcel Service, Inc. (“UPS”) (NYSE: UPS) and TNT Express N.V. (“TNT
Express”) (NYSE Euronext: TNTE) today announced, in line with Dutch disclosure
requirements, that remedies have been submitted to obtain competition
clearance from the European Commission (EC) for the acquisition of TNT Express
by UPS. The offer of remedies does not change the terms and conditions of the
Offer by UPS for TNT Express.
The proposed remedies aim to address the EC’s concerns regarding the
competitive effects of the intended merger on the international express small
package market in Europe. UPS and TNT Express continue to be fully committed
to the merger and are working closely with the EC in order to gain competition
clearance allowing completion of the transaction in early 2013. As part of the
approval process, the EC will market-test the remedies on a confidential
The proposed remedies comprise the sale of business activities and assets in
combination with granting access to air capabilities. Eligible buyers of these
activities will have to ensure the long-term viability of the divested
activities and continuity of customer service.
No further details of the confidential discussions or proposed remedies will
be revealed at this stage. The discussions are ongoing, which means that the
offered remedies may be subject to change.
UPS and TNT Express believe their merger will help create a more efficient
logistics market, thereby improving the competitiveness of Europe and the
solutions offered to businesses and consumers. Customers and consumers will
benefit from a broader portfolio of services and better global access, along
with lower supply-chain costs overall and improved service levels in terms of
timing and reliability.
UPS and TNT Express value their employees highly. Both UPS and TNT Express
will follow the required consultation and advice procedures with their works
councils with regard to these remedies.
In accordance with EU Merger Regulation, the timing of the remedies submission
extends the EC’s review period by 15 business days to 5 February 2013.
UPS 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 in this press release shall have the meaning as defined in
the Offer Memorandum.
This announcement contains selected, condensed information regarding the Offer
and does not replace the Offer Memorandum and/ or the Position Statement. The
information in this announcement is not complete and additional information is
contained in the Offer Memorandum and the Position Statement.
Shareholders are advised to review the Offer Memorandum and the Position
Statement in detail and to seek independent advice where appropriate 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 are available free of charge at the offices of
UPS, TNT Express, the Listing and Exchange Agent and the ADS Tender Agent and
can be obtained by contacting UPS, or TNT Express. Digital copies of the Offer
Memorandum are available on the websites of UPS (www.investors.ups.com) and
TNT Express (www.tnt.com). Digital copies of the Position Statement are
available on the website of TNT Express (www.tnt.com).
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.
This is a joint press release by United Parcel Service, Inc. and TNT Express
N.V. pursuant to the provisions of Article 5:25i, paragraph 2 of the Dutch
Financial Supervision Act (Wet op het financieel toezicht) and Article 4 of
the Decree on public offers Wft (Besluit Openbare Biedingen Wft, 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. 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, David Sturken
+44 207 379 5151
SPJ (The Netherlands)
Kees Jongsma, Wim Moerkerk
+31 20 647 8181
Ernst Moeksis (External Communications)
Phone +31 (0) 6 51 189 384
Andrew Beh (Investor Relations)
Phone +31 (0) 88 393 9500
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