FedEx and TNT Express reach agreement

FedEx and TNT Express agree on recommended all-cash public offer for all TNT Express shares

This is a joint press release by FedEx Corporation and TNT Express N.V., pursuant to Section 5 Paragraph 1 of the Decree on Public Takeover Bids (Besluit openbare biedingen Wft,the Decree) in connection with the intended public offer by FedEx Corporation for all the issued and outstanding ordinary shares in the capital of TNT Express N.V. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in TNT Express N.V. Any offer will be made only by means of an offer memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly,Canada or Japan.

Transaction highlights:

• FedEx Corporation (FedEx) and TNT Express N.V. (TNT Express) reached conditional agreement on recommended all-cash public offer of €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 €5.63 over the last 3 calendar months.
• The transaction represents an implied equity value forTNT Express of €4.4 billion($4.8 billion).
• Transaction unanimously recommended and supported by TNT Express’ Executive Board and Supervisory Board.
• High level of deal certainty.
• PostNL N.V. has irrevocably confirmed to support the Offer and tender its 14.7% TNT Express shareholding.
• Combination will transform FedEx’s European capabilities and accelerate global growth.
• Customers will enjoy access to an enhanced, integrated global network, combining TNT Express strong European capabilities and FedEx’s strength in other regions globally, including North America and Asia.
• FedEx and TNT Express employees share a commitment to serving customers and delivering value for shareholders and supporting the communities they live and work in.
  

The parties have agreed to certain non-financial covenants including:

• Existing employment terms of TNT Express will be respected.
• The European regional headquarters of the combined companies will be in Amsterdam/Hoofddorp.
• TNT Express hub in Liege will be maintained as a significant operation for the group going forward.
• TNT Express' airline operations will be divested, in compliance with applicable airline ownership regulations.

FedEx and TNT Express anticipate that the Offer will close in the first half of calendar year 2016.
FedEx and TNT Express are confident that anti-trust concerns, if any, can be addressed adequately in a timely fashion.

About FedEx Corp.

FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services. With annual revenues of $47billion, the company offers integrated business applications through operating companies competing collectively and managed collaboratively, under the respected FedEx brand. Consistently ranked among the world's most admired and trusted employers, FedEx inspires its more than 325,000 team members to remain "absolutely, positively" focused on safety, the highest ethical and professional standards and the needs of their customers and communities. For more information, visit news.fedex.com.

For more information, please visit www.fedex.com or contact: 

Media

Patrick Fitzgerald
Phone +1 901 818 7300
Email: patrick.fitzgerald@fedex.com

Media Contacts – Europe

Uneke Dekkers/Vivian ten Have
Citigate First Financial
Phone +31 (0) 20 575 40 10
Mobile +31 (0) 6 50261626 / +31 (0) 6 46233900 

FedEx Investor Relations

Mickey Foster
Phone; +1 901 818 7468
Email: mickey.foster@fedex.com