FILE - In this Feb. 21, 2012 file photo a TNT delivery truck is seen behind a closed gate in Hoofddorp, near Amsterdam, Netherlands. United Parcel Service Inc. has ditched its euro5.2 billion (US$6.9 billion) takeover of TNT Express NV after learning that European regulators would reject the deal in its current form. (AP Photo/Peter Dejong, File)
Monday, January 14, 2013 12:19 pm
UPS abandons $6.9 billion takeover for TNT Express
By TOBY STERLINGAP Business Writer
Though TNT will receive a (EURO)200 million ($265.5 million) break fee, it faces an uncertain future on its own. The drop in share price wiped off nearly (EURO)2 billion from its market value. At one point, the shares trading in Amsterdam had plunged by 50 percent before closing 42 percent lower at (EURO)4.84.
UPS had offered in March to buy TNT, Europe's second-largest delivery company, to better compete with Europe's largest, Deutsche Post's DHL. But regulators said in October that the deal would hurt competition by reducing the number of companies in the sector.
In response, UPS offered to sell parts of the company's small package operations and airline assets. But after meeting with regulators Jan. 11, UPS told TNT it saw no prospect of the deal being approved - and it wasn't interested in further concessions.
In its last earnings report, for the third quarter of 2012, TNT lost (EURO)3 million on sales of (EURO)1.8 billion. Former CEO Marie-Christine Lombard quit in September - mid-takeover - in a move that was criticized as "unethical" by TNT's chairman, Antony Bergmans, and suggested the deal was in trouble, since she stood to gain a (EURO)2.6 million bonus for seeing it through to completion.
She was replaced on an interim basis by CFO Bernard Bot.
In a statement, TNT conceded that the "protracted merger process has been a distraction for management" and that it would now focus on reassuring customers, encouraging employees and making money.
"Management will provide an update on its strategy in due course," the company said.
UPS CEO Scott Davis said he was "extremely disappointed" with the stance taken by regulators on what would have been his company's largest-ever acquisition.
"We proposed significant and tangible remedies designed to address the European Commission's concerns with the transaction," he said, adding that the deal would have benefited customers worldwide and supported economic growth "particularly in Europe."
The European Commission, which would not comment, must publish its review of the deal by Feb. 5.
The Commission reviews major corporate mergers and acquisitions to ensure they do not hurt fair competition in the market. It has the power to block deals or to demand concessions, such as the sale of business parts, to safeguard market balance.
Before UPS's bid for TNT Express, some analysts thought rival FedEx Corp. might make an offer for the company, but FedEx executives said in March they had no plans to do so.
SNS Securities analyst Geert Steens said European regulators have signaled they would not view a takeover by FedEx or - less likely- DPD, a unit of France's La Poste, as problematic. But there is little guarantee either will bid for TNT in the current climate.
Steens said TNT is worth around (EURO)4 per share as an independent company, and some observers thought UPS was overpaying at (EURO)9.50. TNT's largest shareholder - the former Dutch national mail company PostNL - will likely keep angling for a takeover as it needs to cut its debt.
Shares of PostNL fell 35.9 percent to (EURO)1.82.
TNT's assets in Asia and Latin America are part of the reason for its attractiveness as a takeover target, but the company's Brazilian operations ran into severe problems in 2010-2011 and were still loss-making in the third quarter of 2012.