UPS $6.9 billion TNT Express takeover falls apart

AMSTERDAM United Parcel Service Inc. (UPS) has ditched its 5.2 billion euro ($6.9 billion) takeover of TNT Express NV after learning that European regulators would reject the deal in its current form.

Though TNT will receive a 200 million euro ($265.5 million) break fee, it faces an uncertain future on its own and nearly 2 billion euro has been wiped off its share price in Monday trading in Amsterdam. At one point, its shares plunged by 50 percent before recovering somewhat to be trading 42 percent lower at 4.762 euro.

UPS had offered to buy struggling TNT, Europe's second-largest delivery company, in March, to better compete with Europe's largest, Deutsche Post's DHL. But regulators said in October that the deal would lead to over-concentration 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 3 million euro on sales of 1.8 billion euro. Former CEO Marie-Christine Lombard quit the company in September, mid-takeover, in a move that was criticized as "unethical" by TNT's chairman, Antony Bergmans, and interpreted by some as a sign the deal was in trouble, since she stood to gain a 2.6 million euro 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 a bid 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 4 euro per share as an independent company, but that its 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 34 percent to 1.88 euro.

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.