FedEx and TNT Express agree on
 recommended all-cash public offer for all TNT Express shares 

Transaction highlights:

• FedEx Corporation (FedEx) and TNT Express N.V. (TNT Express) reached conditional agreement on recommended all-cash public offer of €8.00 per ordinary TNT Express share.
• The Offer Price represents a premium of 33% over the closing price of 2 April 2015 and a premium of 42% over the average volume weighted price per TNT Express share of €5.63 over the last 3 calendar months.
• The transaction represents an implied equity value for TNT Express of €4.4 billion ($4.8 billion).
• Transaction unanimously recommended and supported by TNT Express' Executive Board and Supervisory Board.
• High level of deal certainty.
• PostNL N.V. has irrevocably confirmed to support the Offer and tender its 14.7% TNT Express shareholding.
• Combination will transform FedEx's European capabilities and accelerate global growth.
• Customers will enjoy access to an enhanced, integrated global network, combining TNT Express strong European capabilities and FedEx's strength in other regions globally, including North America and Asia.
• FedEx and TNT Express employees share a commitment to serving customers and delivering value for shareholders and supporting the communities they live and work in.
• The parties have agreed to certain non-financial covenants including:
  • Existing employment terms of TNT Express will be respected.
  • The European regional headquarters of the combined companies will be in Amsterdam/Hoofddorp.
  • TNT Express hub in Liege will be maintained as a significant operation for the group going forward.
  • TNT Express' airline operations will be divested, in compliance with applicable airline ownership regulations.
• FedEx and TNT Express anticipate that the Offer will close in the first half of calendar year 2016.
• FedEx and TNT Express are confident that anti-trust concerns, if any, can be addressed adequately in a timely fashion.