United Parcel Service (UPS) Commences EUR 9.50/Share Tender for TNT Express
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With the publication of the Offer Memorandum today, and with reference to the joint press release of United Parcel Service, Inc. (NYSE: UPS) and TNT Express N.V. (TNT Express) of 19 March 2012, UPS BidCo B.V. (a wholly owned subsidiary of UPS (the Offeror)) and TNT Express hereby jointly announce that the Offeror is making a public cash offer for all the issued and outstanding ordinary shares with a nominal value of EUR 0.08 each (the Ordinary Shares), and all American depositary shares representing Ordinary Shares (the ADSs), each ADS representing one Ordinary Share in the share capital of TNT Express N.V. (Ordinary Shares and ADSs are referred to as the Shares).
The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum dated 21 June 2012 (the Offer Memorandum). Shareholders tendering their Ordinary Shares under the Offer will be paid in consideration for each Ordinary Share validly tendered and transferred (geleverd) an amount in cash of EUR 9.50 (nine euro and fifty cents) (the Offer Price) and Shareholders tendering their ADSs under the Offer will be paid in consideration for each ADS validly tendered, an amount equal to the U.S. dollar equivalent of EUR 9.50 (nine euro and fifty cents), net to the Shareholder in cash, without interest and less any applicable withholding taxes, calculated by using the spot market exchange rate for the U.S. dollar against the euro on the date on which funds are received by the ADS Tender Agent to pay for ADSs upon completion of the Offer. The Offer Price per Share is cum dividend (except for the financial year 2011 final dividend payment of EUR 0.004 per Share, which was been paid on 7 May 2012). The Offeror has confirmed in a press release dated 11 May 2012 that it has sufficient funds available to complete the Offer.
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The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum dated 21 June 2012 (the Offer Memorandum). Shareholders tendering their Ordinary Shares under the Offer will be paid in consideration for each Ordinary Share validly tendered and transferred (geleverd) an amount in cash of EUR 9.50 (nine euro and fifty cents) (the Offer Price) and Shareholders tendering their ADSs under the Offer will be paid in consideration for each ADS validly tendered, an amount equal to the U.S. dollar equivalent of EUR 9.50 (nine euro and fifty cents), net to the Shareholder in cash, without interest and less any applicable withholding taxes, calculated by using the spot market exchange rate for the U.S. dollar against the euro on the date on which funds are received by the ADS Tender Agent to pay for ADSs upon completion of the Offer. The Offer Price per Share is cum dividend (except for the financial year 2011 final dividend payment of EUR 0.004 per Share, which was been paid on 7 May 2012). The Offeror has confirmed in a press release dated 11 May 2012 that it has sufficient funds available to complete the Offer.
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