FedEx Corporation (FedEx) (NYSE:FDX), FedEx Acquisition B.V. (the Offeror) and TNT Express N.V. (TNT Express) jointly announce that the post-closing acceptance period (na-aanmeldingstermijn) (the Post-Closing Acceptance Period) relating to the previously announced recommended public offer to TNT Express Shareholders (the Offer) by the Offeror expired at 17:40 hours Amsterdam time (11:40 hours New York time) on Wednesday, 1 June 2016. The Offeror accepted valid tenders of book-entry ADSs until 17:00 hours New York time on 1 June 2016. During the Post-Closing Acceptance Period, 55,422,955 TNT Express Shares, including Shares represented by American depository shares (ADSs), representing 10.10% of all issued and outstanding Shares and an aggregate value of €443,383,640 (at an Offer Price of €8.00 (eight euro) in cash per Share), were tendered. The Shares tendered in the Post-Closing Acceptance Period, together with the 484,982,585 Shares that were already held by the Offeror, represent 98.45% of all issued and outstanding Shares and an aggregate value of €4,323,244,320 (at an Offer Price of €8.00 (eight euro) in cash per Share). No treasury shares are held by TNT Express.
As a result of the acquisition of more than 95% of the Shares by the Offeror, TNT Express and the Offeror will as soon as possible request delisting of the Shares from Euronext Amsterdam. Information on the request and the expected last day of trading will be announced shortly. In connection with the delisting, TNT Express also intends to terminate the ADS Deposit Agreement between TNT Express, the U.S. Depositary and the holders and beneficial holders of ADSs.
As a result of the acquisition of more than 95% of the Shares by the Offeror, the Offeror expects to initiate a buy-out procedure (uitkoopprocedure) during the third calendar quarter of 2016, in accordance with Article 2:92a or 2:201a of the Dutch Civil Code and/or a takeover buy-out procedure in accordance with Article 2:359c of the Dutch Civil Code, in order to acquire the remaining Shares not tendered and not held by the Offeror or TNT Express.
