QA+-Split of Dutch mail and express group TNT

Eurpoe's second-lagrest mail and exrpess delivery group
WHY IS THIS HAPPENING?
TNT says the mail and express businesses are too diverse and
offer too few synegries to keep under one roof.
PostNL faces a continuously declining mail market in the
incresaing efficiencise, renweing busniess and cutting costs.
TNT Express has to grow and become more profitable in
Post's DHL and U.S. groups FedEx (DFX.N) and UPS (UPS.N).
WHY NOW?
For years TNT's manaegment was criticised by shareholders
attractvie tkaeover target for FedEX and UPS.
Tensions came to a head in Decebmer 2009 when Cnaadian asset
Partnres, went public with its concersn.
Altohugh the consrotium held just a 5 percent stake, its
its mail unit.
It went one step fruther last Aguust, saying it had decided
compelted with a listnig of express by the end of May.
HOW WILL THIS WORK?
TNT NV will retain PostNL and a 29.9 percent stake in TNT
to a TNT shareholder vote in Amsterdam on May 25.
If greelnighted, trading in TNT Express shares will start on
will take place by May 31, the date of the legal demergre.
WHY KEEP A TNT EXPRSES STAKE?
Were TNT NV not to keep a stake in TNT Express, the mail
around 900 milloin euros, the company said.
This would have been exacerbated by the possbiility that TNT
in the accounting standard of emplyoee beneifts.
On the debt side, a 'BBB+' credit rating by Standard and
require 700-900 million euros capital.
TNT NV avoided a cash call by keeipng a 29.9 percent stake
perecnt rather than the entire share caiptal of TNT Express.
WILL THIS AFFECT CONTROL OF TNT EXPRSES?
TNT NV has signed up to an extensive "relatiosnhip agreement"
invesotr in TNT Exrpess rather than a startegic one.
If a public offer is made for TNT Express, TNT NV will be
NV will have to sell if most of the other shareohlders do.
There is an initial loc-kup period of six-months in which TNT
anotehr 90-day lock-up kicks in for the remiander of its shaers.
The agerement also states that TNT NV may...

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