8-KMaterial AgreementsRegulation FDExhibits & Filings

FEDEX CORP 8-K Report, Material Agreement (Apr 9, 2015)

Filed April 9, 2015For Securities:FDX

Summary

FedEx Corporation (FDX) has filed an 8-K report detailing a significant definitive agreement to acquire TNT Express N.V. for a cash offer of €8.00 per share, valuing TNT Express at approximately €4.4 billion ($4.8 billion). This strategic move, intended to strengthen FedEx's global network, is financed through available cash and debt, with no financing contingencies. The Boards of both FedEx and TNT Express have unanimously approved the transaction, and TNT Express's Boards are recommending shareholders accept the offer. The agreement includes provisions for FedEx to acquire at least 95% of TNT Express shares for a full integration, with alternative plans for an asset sale and liquidation if 80% to 95% of shares are acquired. Key conditions for the offer's consummation include obtaining necessary competition clearances, particularly from the EU, and achieving a minimum acceptance level of 95% of shares (reducible to 80% or potentially 65% under certain circumstances). The filing also discloses an irrevocable undertaking from PostNL N.V. to tender its approximately 14.7% stake, bolstering the likelihood of the transaction's success.

Key Highlights

  • 1FedEx enters into a definitive agreement to acquire TNT Express N.V. for €4.4 billion ($4.8 billion).
  • 2The offer is an all-cash transaction at €8.00 per share, cum dividend (excluding the TNT Express final 2014 dividend).
  • 3The acquisition will be financed through existing cash and debt arrangements, with no financing contingencies.
  • 4Both FedEx and TNT Express's Boards have unanimously approved the Merger Protocol and recommend shareholders accept the offer.
  • 5The transaction requires significant regulatory approvals, including from the EU competition authorities.
  • 6A minimum acceptance level of 95% of TNT Express shares is required, with provisions for lower acceptance levels under specific conditions.
  • 7PostNL N.V., holding approximately 14.7% of TNT Express shares, has provided an irrevocable undertaking to tender its shares, supporting the deal's viability.

Frequently Asked Questions

This 8-K filing announces FedEx Corporation's entry into a material definitive agreement to acquire TNT Express N.V. It provides key terms of the proposed merger, including the offer price, valuation, financing, and conditions precedent for the transaction.

The acquisition values TNT Express at approximately €4.4 billion ($4.8 billion). FedEx intends to finance this transaction using available cash resources and existing and new debt arrangements. The filing notes there are no financing contingencies, indicating FedEx is confident in its ability to fund the deal.

Key conditions include receiving necessary regulatory approvals, particularly from the EU and other relevant competition authorities, and achieving a minimum acceptance level of at least 95% of TNT Express's outstanding shares. Other conditions involve no material adverse effects on either company and no breaches of the Merger Protocol.

PostNL N.V. holds approximately 14.7% of TNT Express's shares. Their irrevocable undertaking to tender these shares and vote in favor of the transaction significantly increases the probability of FedEx meeting the minimum acceptance threshold, thereby de-risking the acquisition for FedEx.