FedEx Express (FX, Memphis International) has announced it has reached a conditional agreement to acquire 100% of TNT Express N.V. shares for EUR4.4 billion (USD4.8 billion) in cash. FedEx justified its takeover bid on the grounds that TNT's strong European road platform and Liege hub would compliment its strength in other regions globally, including North America and Asia. In return, TNT will benefit from synergies with FedEx including global air express, freight forwarding, contract logistics and surface transportation capabilities.

The two firms said in a joint statement that FedEx's offer of EUR8.00 (USD8.70) per ordinary TNT Express share had been accepted by the Dutch logistics specialist's Executive and Supervisory Boards with the offer now set to be put to shareholders for their approval.

"After careful consideration, and also taking into account the fact that TNT Express has only recently launched its Outlook strategy for a stand-alone future, the TNT Express (the Boards) believe the Offer to be in the best interest of TNT Express and its stakeholders, including its shareholders, and intend to fully and unanimously support and recommend the Offer for acceptance to TNT Express’ shareholders, and vote in favour of the resolutions at the EGM [Extraordinary General Meeting]," the statement said.

Sjoerd Vollebregt, the only member of the Boards who holds TNT Express shares, and the Dutch postal service PostNL N.V., which holds a 14.7% stake in TNT, have already assented to the deal and will tender their shares as and when a final offer is made.

Under the terms of the deal, a new TNT Express' Supervisory Board will constituted with three new members selected by FedEx - David Binks, Mark Allen and David Cunningham who will act as chairman - while two existing members - Margot Scheltema and Shemaya Levy Chocron - will remain in place. As the two companies will be integrated, an Integration Committee will also be established to oversee the merging process.

In terms of corporate structure, Amsterdam/Hoofddorp will become the European regional headquarters of the combined companies while TNT's Liege logistics hub will continue to play a significant role in the group's operations going forward.

However, in order to satisfy European carrier ownership regulations, the merged company will divest itself of TNT Airways (Liège) but where regulation permits, TNT Express’ intercontinental air operations will be transitioned to FedEx.

FedEx says the TNT Express brand name will be maintained for an 'appropriate' period following which it will be retired.

Both firms state they are confident that any anti-trust concerns can be adequately addressed in time for the deal to close during the first half of 2016.

UPS Airlines (5X, Louisville International) parent United Parcel Service Inc attempted a similar takeover of TNT in 2013 only to be thwarted by the European Commission which vetoed the deal when UPS failed to find a buyer for TNT's subsidiaries in fifteen European Union (EU) countries needed to ensure viable competition in those markets.