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Ministry of Commerce People’s Republic of China Unconditionally Approves FedEx Intended Acquisition of TNT Express

MEMPHIS, Tenn. & HOOFDDORP, Netherlands, Apr 29, 2016 (BUSINESS WIRE) -- This is a joint press release by FedEx Corporation, FedEx Acquisition B.V. and TNT Express N.V. pursuant to the provisions of Section 4 paragraph 3 and Section 15 paragraph 2 of the Decree on Public Takeover Bids (Besluit openbare biedingen Wft) in connection with the recommended public offer by FedEx Acquisition B.V. for all the issued and outstanding ordinary shares in the share capital of TNT Express N.V., including all American depositary shares representing ordinary shares (the Offer). 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. The Offer is made solely pursuant to the offer document, dated August 21, 2015 (the Offer Document), approved by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) (the AFM). Terms not defined in this press release will have the meaning as set forth in the Offer Document.

This Smart News Release features multimedia. View the full release here: http://www.businesswire.com/news/home/20160429005827/en/

FedEx Corporation (FedEx) (NYSE:FDX), FedEx Acquisition B.V. (the Offeror) and TNT Express N.V. (TNT Express) jointly announce that on April 29, 2016, they obtained the unconditional approval of the Ministry of Commerce People’s Republic of China (MOFCOM) in connection with the Offer.

With the approval of MOFCOM, the Offer Condition with respect to Competition Clearances has now been fulfilled. Shareholders are reminded that in accordance with the dispensation (ontheffing) granted by the AFM and the joint press release dated 8 January 2016, the Acceptance Period shall end at 17:40 hours CEST (11:40 hours New York time) on 13 May 2016 (the Acceptance Closing Time).

“I want to thank the team members who collaborated with regulatory authorities around the world to help us reach this important acquisition milestone,” said David Bronczek, President and CEO, FedEx Express. “As we work towards closing the acquisition, we look forward to welcoming TNT Express team members to the FedEx family of companies as we expand our portfolio of solutions and connect even more people and possibilities.”

“With this final regulatory approval, we are one step closer to making the vision of combining the complementary networks of FedEx and TNT Express a reality,” said Tex Gunning, Chief Executive Officer, TNT Express. “This intended acquisition will bring value for our customers, shareholders and employees.”

Acceptance by holders of Ordinary Shares

Shareholders who hold their Ordinary Shares through an Admitted Institution must make their acceptance known via their custodian, bank or stockbroker prior to 17:40 hours CEST, on 13 May 2016. Custodians, banks or stockbrokers may set an earlier deadline for communication by Shareholders in order to permit the custodian, bank or stockbroker to communicate acceptances to ING Bank N.V. (the Settlement Agent) in a timely manner.

Admitted Institutions may tender Ordinary Shares for acceptance only to the Settlement Agent and only in writing. In submitting the acceptance, the Admitted Institutions are required to declare that (i) they have the Tendered Shares in their administration, (ii) each Shareholder who accepts the Offer irrevocably represents and warrants that the Tendered Shares are being tendered in compliance with the restrictions as set out in Section 2 (Restrictions) and Section 3 (Important Information) of the Offer Document and the securities and other applicable laws and/or regulations of the jurisdiction(s) to which such Shareholder is subject, and no registration, approval or filing with any regulatory authority of such jurisdiction is required in connection with the Tendered Shares, and (iii) they undertake to transfer (leveren) these Tendered Shares to the Offeror prior to or on the Settlement Date, provided the Offeror declares the Offer unconditional (gestand wordt gedaan).

Acceptance by holders of Ordinary Shares individually recorded in TNT Express’ shareholders’ register

Holders of Shares individually recorded in TNT Express’ shareholders’ register (Registered Holders) wishing to accept the Offer in respect of such Shares must deliver a completed and signed acceptance form to the Settlement Agent in accordance with the terms and conditions of the Offer, no later than 17:40 hours, Amsterdam time (11:40 hours, New York time) on 13 May 2016. The acceptance forms are available upon request from the Settlement Agent. The acceptance form will also serve as a deed of transfer (akte van levering) with respect to the Shares referenced therein.

Acceptance by holders of American Depositary Shares

Holders of ADSs in registered form, either in ADR form or in uncertificated form through the Direct Registration System (a system administered by the DTC pursuant to which Citibank, N.A., the depositary for the ADSs (the U.S. Depositary), may register the ownership of uncertificated ADSs in its books), may accept the Offer and tender ADSs to Citibank, N.A. (the ADS Tender Agent) by delivering to the ADS Tender Agent a properly completed and duly executed ADS Letter of Transmittal, with any applicable signature guarantees from an Eligible Institution, together with the ADRs representing the ADSs specified on the face of the ADS Letter of Transmittal, if applicable, prior to the Acceptance Closing Time. The ADS Letters of Transmittal and other associated forms are available upon request from the ADS Tender Agent. ADS Letters of Transmittal properly completed and duly executed, together with the corresponding ADRs, if applicable, should only be...


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