UPS Anticipates European Commission to Prohibit Acquisition of TNT Express
ATLANTA -- January 14, 2013
United Parcel Service, Inc. (NYSE: UPS) announced today the European
Commission (EC) has informed UPS and TNT Expressthat itis working on a
decision to prohibit the proposed acquisition of TNT Express (NYSE Euronext:
UPS submitted an initial remedies proposal on Nov. 29, 2012 and subsequently
revised the proposal twice. UPS began the competitive review process with the
EC in March 2012.
Scott Davis, UPS Chairman and CEO said, “We are extremely disappointed with
the EC’s position. We proposed significant and tangible remedies designed to
address the EC’s concerns with the transaction. The combined company would
have been transformative for the logistics industry, bringing meaningful
benefits to consumers and customers around the world, while supporting growth
in Europe in particular.”
Upon prohibition by the EC, the Offer Condition relating to EU Competition
Clearance will not be fulfilled and UPS will pay TNT a termination fee in the
amount of EUR 200 million and will withdraw the Offer.
Further announcements will be made once the European Commission has issued its
formal decision.Thedecision is expected to be adopted formally in the coming
“I would like to thank TNT Express for their shared vision of the value we
would have created for our customers, shareholders, and employees, and for the
significant efforts they made over the past year.”
“Looking ahead, our company focus will be on the continued execution of our
growth strategy. While we viewed the acquisition as a compelling growth
platform, our financial strength allows UPS to capture future opportunities.”
UPS (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 more efficiently manage the world of business. 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 get UPS news direct, visit pressroom.ups.com/RSS.
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).
Except for historical information contained herein, the statements made in
this release constitute forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such forward-looking statements, including statements
regarding the intent, belief or current expectations of UPS and its management
regarding the company's strategic directions, prospects and future results,
involve certain risks and uncertainties. Certain factors may cause actual
results to differ materially from those contained in the forward-looking
statements, including economic and other conditions in the markets in which we
operate, our competitive environment, increased security requirements,
strikes, work stoppages and slowdowns, changes in energy prices, governmental
regulations and other risks discussed in the company's Form 10-K and other
filings with the Securities and Exchange Commission, which discussions are
incorporated herein by reference.
This is a press release by United Parcel Service, Inc. pursuant to the
provisions of 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. This announcement is not for release, publication or
distribution, in whole or in part, in or into directly or indirectly Canada or
Japan. 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
Peggy Gardner, 404-828-6051
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