PostNL N.V. (“PostNL”), holding approximately 29.8% of the TNT Shares, has irrevocably undertaken to tender all TNT Shares held by it under the Offer subject to customary undertakings and conditions (the “Irrevocable Undertaking”). The Irrevocable Undertaking terminates, inter alia, upon termination of the Merger Protocol between UPS and TNT Express. PostNL may furthermore terminate the Irrevocable Undertaking in the event that the executive and supervisory boards of TNT Express revoke their recommendation of the Offer upon a bona fide third-party offeror making an offer which exceeds the offer price by at least 8% that is considered by the executive and supervisory boards of TNT Express to be substantially more beneficial to TNT Express and that is not matched by UPS.
In the context of the Offer, UPS and TNT Express agreed that TNT Express will not invoke certain provisions of the Relationship Agreement dated 7 April 2011 between PostNL and TNT Express. If the Offer has not been declared unconditional (‘gestand gedaan’) ultimately on 19 September 2012, PostNL shall be permitted to sell and/or transfer up to a maximum of 54,320,242 TNT Shares held by it (being approximately 10% of the total issued and outstanding share capital of TNT Express at the date hereof).
If the Offer will be effected at the offer price of € 9.50 for each TNT Share, it is expected that PostNL will receive a cash amount of approximately € 1,540 million. PostNL will put an amount of €700 million of the proceeds of the sale of all its TNT Shares in an escrow account which will be used for the purpose of the reduction of its debt, in line with PostNL’s financial policy.
This announcement does not constitute an offer to purchase or the solicitation of an offer to sell any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
PostNL is the inventive partner in the world of sending and receiving. We have been so for 200 years already. We are primarily active in the fields of mail, parcels and e-commerce, but we also offer services in the areas of data and document management, direct marketing and fulfilment. Outside the Netherlands, we are active in Germany, the United Kingdom, Italy, Belgium and Luxemburg. PostNL employs a total of more than 59,000 people. In 2013 our revenues reached € 4.3 billion.
We like to stay ahead of things. We are the most modern postal company in the world. We are proud of that. As the first listed postal company, we are an example to the rest of the world in automatic letter sorting. And our innovative parcels network is completely adapted to the wishes of web retailers.