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Recommended public cash offer by FedEx for all iss

Source:Journal LogisticsRelease:2015-09-15Share:

Publication of Offer Document – Offer discussed at TNT Express EGM on 5 October 2015 – Acceptance Period ends 30 October 2015, unless extended Transaction highlights:

• The Offer is a public cash offer for all the issued and outstanding ordinary shares,including ordinary shares represented by American depositary shares of TNT Express, at an offer price of € 8.00 (cum dividend) per ordinary share.

• The Executive Board and the Supervisory Board of TNT Express fully support and unanimously recommend the Offer to all shareholders for acceptance.

• Positive advice and opinionhas been obtained from, respectively, the Central Works Council and the European Works Council of TNT Express.

• PostNL N.V., currently holding approximately 14.7% of the Shares, has irrevocably undertaken to tender its shares under the Offer.

• The Acceptance Period commences on 24 August 2015 at 9:00 hours, Amsterdam time (3:00 hours, New York time), and ends on 30 October 2015 at 17:40 hours, Amsterdam time (11:40 hours, New York time), unless extended.

• TNT Express will hold an extraordinary general meeting of shareholders at 9:00 hours, Amsterdam time, on 5 October 2015, during which, amongst other things, the Offer will be discussed.

• The Offer is subject to the fulfilment of the Offer Conditions as set out in the Offer Document.

• The Offer is subject to a minimum acceptance level of 95% of the Shares. This level is lowered to 80% if the shareholders, at the EGM, vote in favour of inter alia the Asset Saleand Liquidation. As such, adopting the Asset Sale and Liquidation Resolutions would increase deal certainty.

• The process of obtaining all necessary approvals and competition clearances is on track and evolving in line with the previously communicated timetable. The transaction presents a highly pro-competitive proposition for the provision of small package delivery services within and outside Europe that will benefit consumers and SMEs in Europe and beyond.

• The Offer is expected to be completed in the first half of 2016.

Memphis, Tennessee; Hoofddorp, the Netherlands - 21 August 2015 – With the publication of the Offer Document today, and with reference to the joint press release of FedEx Corporation (FedEx) (NYSE:FDX)and TNT Express N.V. (TNT Express) on 7 April 2015, FedEx Acquisition B.V. (the Offeror) and TNT Express hereby jointly announce that the Offeror is making a public cash offer for all issued and outstanding ordinary shares in the capital of TNT Express (the Ordinary Shares), including Ordinary Shares represented by American Depositary Shares (the ADSs)(Ordinary Shares and ADSs are collectively referred to as the Shares and each a Share).

“This is an important transaction for FedEx, and the offer represents positive news for all stakeholders,” said David Binks, Regional President Europe, FedEx Express.

“We believe the combination will provide significant value to both companies and both sets of shareholders. FedEx is delighted by the unanimous support from the Executive Board and the Supervisory Board.” The Offer The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in theOffer Document dated 21August2015 (the Offer Document).

Shareholders tendering their OrdinaryShares under the Offer will be paid in consideration for each Ordinary Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror)for acceptance pursuant to the Offer prior to or on the Acceptance Closing Date (each a Tendered Share) an amount in cash of €8.00 (eight euro)(the Offer Price).