United Parcel Service Inc. (NYSE: UPS) and TNT Express N.V. (NYSE Euronext: TNTE) today jointly announce that they have reached agreement on a recommended all-cash public offer of EUR 9.50 per ordinary share by UPS for TNT Express (the "Offer"). TNT Express' Executive and Supervisory Boards unanimously intend to support and recommend the Offer.

The offer price of EUR 9.50 (including any dividend or other distribution other than the financial year 2011 final dividend payment not exceeding EUR 0.004 per share) represents a 53.7 percent premium to TNT Express' unaffected share price on February 16, 2012 of EUR 6.18, the day before TNT Express and UPS announced their ongoing discussions. The Offer values the issued and outstanding share capital of TNT Express at EUR 5.16 billion ($6.77 billion).

The combination of UPS and TNT Express will create a global leader in the logistics industry, with annual revenues of more than EUR 45 billion ($60 billion) and will deliver significant benefits for the shareowners, customers, employees and other stakeholders of both companies.

Transaction Highlights

• The transaction values TNT Express at approximately EUR 5.16 billion ($6.77 billion1)
• The Executive and Supervisory Boards of TNT Express unanimously intend to support and recommend the offer

Compelling Strategic Rationale with Significant Benefits for All Stakeholders

• The transaction will create a global leader in the logistics industry with more than EUR 45 billion ($60 billion1) in annual revenues and an enhanced, integrated global network
• The complementary strengths of both organizations will create a customer-focused global platform that will be a leader in transportation technology and customer service
• The combination underlines UPS's long-standing commitment to Europe by expanding its express capabilities in Europe
• The integration of TNT Express' leading intra-Europe road freight network will expand UPS's logistics solutions in Europe
• TNT Express customers will benefit from UPS's unparalleled access to the North American market, as well as access to its logistics solutions, such as global freight forwarding and distribution capabilities
• The combination deepens UPS's existing position in fast-growing regions such as Asia-Pacific and Latin America
• The proposed transaction will create additional value for UPS's shareholders by accelerating UPS's international growth, further connecting the world
• UPS estimates that the transaction will deliver an annual run rate of approximately EUR 400 to EUR 550 million ($525 to $725 million1) of pre-tax cost synergies achieved by the end of year four after closing
• The transaction is expected to be EPS accretive2 in year one
• Upon completion of the integration, UPS expects to generate returns in line with its existing target ROIC
• The combination of the two businesses benefits from a strong cultural fit as both entities have strong management teams that focus on customer service, operational excellence and good corporate citizenship
• The combined business will offer employees enhanced career opportunities
   

More information about this merger can be found in the companies' dual press release.