United Parcel Service, Inc. (UPS) and TNT N.V. (TNT) recently 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 (the Offer). TNT' 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% premium to TNT' unaffected share price on February 16, 2012 of EUR 6.18, the day before TNT and UPS announced their ongoing discussions. The Offer values the issued and outstanding share capital of TNT at EUR 5.16 billion ($6.77 billion1). The combination of UPS and TNT will create a global leader in the logistics industry, with annual revenues of more than EUR 45 billion ($60 billion1) and will deliver significant benefits for the shareowners, customers, employees and other stakeholders of both companies. Together, UPS and TNT will offer customers an enhanced, integrated global network that will provide greatly enhanced service to customers throughout the world. In addition, the two companies are a strong cultural fit given their intense focus on customer service, operational excellence, employee engagement and good corporate citizenship. The proposed transaction will accelerate UPS's growth strategy and increase its geographic diversity and ability to provide customers comprehensive solutions. UPS currently estimates annual run-rate pre-tax cost synergies of approximately EUR 400 to EUR 550 million ($525 to $725 million1) a year, achieved by the end of the fourth year after closing. UPS believes that the cumulative pre-tax implementation costs related to achieving these synergies will be approximately EUR 1 billion ($1.31 billion1) over the four-year integration period. UPS and TNT believe this transaction will significantly enhance their ability to serve their customers' complex global logistics needs. Following the transaction, around 36% of the combined group's revenues will be generated outside the United States, up from 26% today at UPS. The combination underlines UPS's long-standing commitment to Europe, where it has maintained a presence since 1976, by strengthening its product capabilities through the addition of TNT' leading Intra-Europe road freight network. The combination also enhances UPS's existing position in fast growing regions such as Asia-Pacific and Latin America. Service lies at the heart of this proposed transaction. With a combined network and enhanced IT platforms, customers will have access to deeper product capabilities and broader reach through the expanded geographies served, giving them more choice and flexibility to support the growth and globalization of their businesses. The combination also will offer employees greater opportunities to be part of a global, growing and respected business. "With this combination, both UPS and TNT will significantly enhance their ability to serve our combined customers' complex global logistics needs. The additional capabilities and broadened global footprint will support the growth and globalization of our customers' businesses. At the same time, this positions us for future growth, which will benefit our employees and shareowners," said Scott Davis, UPS Chairman and CEO. "This combination will significantly enhance the capabilities of two strong companies. I am convinced that together we will be the supplier and employer of choice in the express delivery industry. Our customers will greatly benefit from our enhanced combined service offerings. To my 77,000 colleagues I say that the combination will create unique opportunities for development and growth in which we can participate," said Marie-Christine Lombard, TNT CEO.(mar)