Friday evening TNT Express announced that it has received an unsolicited non-binding and conditional proposal from UPS for the acquisition of the whole of the issued capital of TNT Express at an indicative price of € 9.0/sh. This is 42% above Friday’s closing price. TNT Express’ Supervisory and Executive Boards have rejected the proposal and have informed UPS accordingly but continue to be in discussions.
Finally someone makes a move
TNT Express has always been subject to take-over speculation, with and UPS as the usual suspects. could be interested in the strong intra-Europe network of TNT Express, while UPS would mainly be chasing a strong foothold in China. UPSwould profit the most from cost synergies in Europe.
PostNL relationship agreement
PostNL’s 29.9% stake is part of a relationship agreement between TNT NV (PostNL) and TNT Express. In case of a take-over situation, PostNL must tender its shares if the Boards of TNT Express recommend the public offer. In case of a hostile bid and if PostNL’s stake is between 25% and 29.9%, it must tender its shares if 66.7% of the remaining shareholders approve the deal. Most of the remaining shares are held by Institutional funds, activist shareholders and retail.
Foundation has a call option
Since both the Executive and Supervisory Board rejected the proposal the Foundation’s call option to issue up to 100% of the outstanding ordinary share capital minus one share, poses a potential threat in our view. We understand it would only serve to slow down a deal.
Conclusion:
We value a take-over situation for TNT Express shareholders at € 3.3/sh, based on three different scenarios. Given the current bid, we add move to our acquisition scenario, which results in a TP of € 9.7/sh (€ 6.4 + € 3.3). We stick to our Hold rating.