Agreement On Cash Offer To Purchase TNT Express
By Jim Douglas
March 19, 2012 - United Parcel Service, Inc. and TNT
Express N.V. today jointly announce that they have
reached agreement on a recommended all-cash public offer
of EUR 9.50 per ordinary share by UPS for TNT Express
(the "Offer"). TNT Express' Executive and Supervisory
Boards unanimously intend to support and recommend the
The offer price of EUR 9.50 (including any dividend or
other distribution other than the financial year 2011
final dividend payment not exceeding EUR 0.004 per
share) represents a 53.7% premium to TNT Express'
unaffected share price on February 16, 2012 of EUR 6.18,
the day before TNT Express and UPS announced their
ongoing discussions. The Offer values the issued and
outstanding share capital of TNT Express at EUR 5.16
billion ($6.77 billion).
The combination of UPS and TNT Express will create a
global leader in the logistics industry, with annual
revenues of more than EUR 45 billion ($60 billion1) and
will deliver significant benefits for the shareowners,
customers, employees and other stakeholders of both
Together, UPS and TNT Express will offer customers an enhanced, integrated global network that will provide greatly enhanced service to customers throughout the world. In addition, the two companies are a strong cultural fit given their intense focus on customer service, operational excellence, employee engagement and good corporate citizenship.
proposed transaction will accelerate UPS's growth strategy and
increase its geographic diversity and ability to provide
customers comprehensive solutions. UPS currently estimates
annual run-rate pre-tax cost synergies of approximately EUR 400
to EUR 550 million ($525 to $725 million1) a year, achieved by
the end of the fourth year after closing. UPS believes that the
cumulative pre-tax implementation costs related to achieving
these synergies will be approximately EUR 1 billion ($1.31
billion1) over the four-year integration period.
UPS and TNT Express believe this transaction will significantly enhance their ability to serve their customers' complex global logistics needs. Following the transaction, around 36% of the combined group's revenues will be generated outside the United States, up from 26% today at UPS.
combination underlines UPS's long-standing commitment to Europe,
where it has maintained a presence since 1976, by strengthening
its product capabilities through the addition of TNT Express'
leading Intra-Europe road freight network. The combination also
enhances UPS's existing position in fast growing regions such as
Asia-Pacific and Latin America.
Service lies at
the heart of this proposed transaction. With a combined network and
enhanced IT platforms, customers will have access to deeper product
capabilities and broader reach through the expanded geographies served,
giving them more choice and flexibility to support the growth and
globalization of their businesses. The combination also will offer
employees greater opportunities to be part of a global, growing and
combination, both UPS and TNT Express will significantly enhance their
ability to serve our combined customers' complex global logistics needs.
The additional capabilities and broadened global footprint will support
the growth and globalization of our customers' businesses. At the same
time, this positions us for future growth, which will benefit our
employees and shareowners," said Scott Davis, UPS Chairman and CEO.
will significantly enhance the capabilities of two strong companies. I
am convinced that together we will be the supplier and employer of
choice in the express delivery industry. Our customers will greatly
benefit from our enhanced combined service offerings. To my 77,000
colleagues I say that the combination will create unique opportunities
for development and growth in which we can participate," said
Marie-Christine Lombard, TNT Express CEO.
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