NEW YORK (The Deal) -- FedEx (FDX) - Get Report said on Tuesday that it has agreed to buy struggling Dutch package-delivery company TNT Express (TNTEY) in a deal valuing TNT at €4.4 billion ($4.8 billion) as Memphis-based FedEx seeks to expand its global footprint.
TNT's executive and supervisory boards unanimously support the deal, while its largest shareholder, PostNL (PNLYY) , has agreed to tender its entire 14.7% stake. The news comes more than two years after United Parcel Service (UPS) - Get Report was forced by European Union competition watchdogs to abandon its €4.73 billion bid for TNT.
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FedEx plans to offer €8 per TNT share, which is 33% above the target's close last Thursday but 16% below UPS's failed €9.50-per-share offer. On a Tuesday morning conference call, FedEx CEO David Bronczek said the price is a "fair deal."
Executives from both companies said they were confident of the deal getting cleared in Brussels, given that this time around there are fewer overlaps. Although it is common for companies to hold informal talks with European Commission case handlers before formally notifying a deal, Bronczek said that had not occurred and that "we will be contacting them later today."
TNT Express Chairman Anthony Burgmans added that the FedEx deal is "much simpler" than the UPS one, which means fewer synergies but a better strategic fit. "We're pored over this in detail, and we feel very confident," he said. "Last time we thought it was doable but complex, but this time, we are as certain as can be in life that this deal will close in Brussels."
Shares of TNT soared nearly 30% in Amsterdam to €7.80 on Tuesday, for a market value of around €3.2 billion. FedEx shares closed at $116.67 in New York on Monday, giving it a market capitalization of about $47.3 billion.
Already strong in North America and Asia, FedEx will gain an extensive European road network by joining forces with TNT, whose customers it said will benefit from access to FedEx's portfolio of services combining global air express, freight forwarding, contract logistics and surface transportation.
FedEx posted 2014 revenue of $45.6 billion and it employs more than 325,000, while TNT posted €6.68 billion in 2014 revenue and has about 65,000 employees.
TNT, led by CEO Tex Gunning since June 2013, has been cutting costs and selling assets to try to return to solid footing after four straight annual losses. The Dutch company had said as recently as February that it was determined to "go it alone," until it was approached by FedEx, which one TNT executive said was like "marrying the girl next door."
As part of the acquisition, TNT's airlines operations will be divested, although FedEx has pledges to keep the European regional headquarters in Amsterdam/Hoofdoorp, and keep TNT Express' hub in Liège, Belgium, as a significant operation for the group.
The companies have not yet spelled out synergies or branding plans. They said FedEx will appoint three new members to TNT's supervisory board. More details may come on an analyst call on Tuesday afternoon. The companies expect to launch the offer in the second quarter, and have given themselves until the first half of 2016 to complete the deal.
FedEx's Bronczek said the companies "will cooperate fully with all the necessary regulatory authorities," and said the deal would be notified in Brazil, China and possibly other jurisdictions besides Brussels. "Certainly Europe is the most important and the first one that we're up to talk to," he said.
FedEx said it will finance the offer with available cash resources and through existing and new debt arrangements, and without any financing contingencies.
If FedEx terminates the deal, it will have to cough up €200 million, while TNT is liable for a breakup fee of €45 million
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