US based FedEx Corporation and Netherlands based TNT Express announced their agreement on FedEx's public offer for all TNT Express shares representing a value of EUR 4.4 billion (USD 4.8 billion). NautaDutilh is assisting FedEx in this deal and is acting as lead transaction counsel for our client.
FedEx and TNT Express reached conditional agreement on a recommended all-cash public offer of EUR 8.00 per ordinary TNT Express share. The offer price represents a premium of 33% over the closing price of 2 April 2015 and a premium of 42% over the average volume weighted price per TNT Express share of EUR 5.63 over the last 3 calendar months.
The transaction is unanimously recommended and supported by TNT Express' Executive Board and Supervisory Board. PostNL has irrevocably confirmed to support the offer and tender its 14.7% TNT Express shareholding. The new combination will transform FedEx's European capabilities and accelerate global growth.
Pre-wired asset sale and liquidation
If FedEx acquires less than 95% but at least 80% of the TNT Express shares, FedEx intends to acquire the entire business of TNT Express at the same price as the offer price pursuant to a 'pre-wired' asset sale, combined with a liquidation of TNT Express, to deliver such consideration to the remaining TNT Express shareholders. The pre-wired asset sale and liquidation, as agreed between FedEx and TNT Express, was pioneered by our firm in the public offer by Johnson & Johnson for Crucell in 2010 and has since then become a widely accepted method of acquiring 100% of a target company's business following a successful public offer. The asset sale and liquidation is subject to TNT Express Extraordinary General Meeting approval.
FedEx and TNT Express are confident that anti-trust concerns, if any, can be addressed adequately in a timely fashion. Both parties anticipate that the offer will close in the first half of calendar year 2016.
NautaDutilh team
The NautaDutilh team is led by Christiaan de Brauw and furthermore consisted of Matthijs Noome, Sybren de Beurs, Ernst van der Touw (all corporate), Wijnand Bossenbroek and Gijs ter Braak (civil law notaries), Homme ten Have and Gijs van Nes (employment). Others who have made a valuable contribution to the transaction are Leo Groothuis, Albert van der Kolk, Barbara Nijs, Paul van der Bijl, Pieter van Drooge, Jochem Polderman and Niels Hagelstein.
NautaDutilh worked with Baker & McKenzie who mainly advised on tax, competition law, US securities law and international aspects of the transaction.
