Japan Post Acquisition of Toll Holdings

Toll Holdings Limited (Toll) announced that it has entered into a Scheme Implementation Deed (SID) with Japan Post Co. Ltd (Japan Post) under which it is proposed that Japan Post will acquire all of the Toll shares by way of a scheme of arrangement (Scheme). The transaction will deliver Toll shareholders $9.04 per share.

Toll shareholders on the register as at 4 March 2015 will also be entitled to a $0.13 cash per share FY15 interim dividend (fully franked), payable on 2 April 2015.

The cash payment of $9.04 per share represents a 49% premium to yesterday’s closing price and a 53% premium to the three month volume weighted average price of Toll shares, an implied market capitalisation of $6,486 million1 and an implied enterprise value of $8,019 million2.

The proposed acquisition of Toll is an important step by Japan Post to become a leading global logistics player. Toll will be run as a division within Japan Post and will retain the Toll name.Toll management will remain in place with CEO Brian Kruger reporting to Japan Post CEO Toru Takahashi.

Toll Chairman Ray Horsburgh said: “We are delighted to recommend to shareholders that Toll joins with Japan Post. Japan Post is one of the world’s leading postal and logistics companies and Toll is the largest independent logistics group in the Asia Pacific. Together, this will be a very powerful combination and one of the world’s top five logistics companies.”

“We are proud that Toll is a great Australian success story, having grown from small local origins in 1888 to this outstanding outcome today for Toll shareholders and employees. Critically, it will enhance our service to existing and new customers.”

Toll CEO Brian Kruger said: “The proposed combination is a reflection of the strategic value of our business and our strong footprint throughout the Asia Pacific region. It will deliver great opportunities for our staff, customers and strategic partners. The great Toll culture built on safety and operational excellence will work well alongside Japan Post’s established values. I am delighted to have been invited to lead this powerful new division of Japan Post and look forward to working with the rest of the group.”

President and CEO of Japan Post Toru Takahashi said: “We believe the combination of Japan Post and Toll will be a transformational transaction for both our companies and we are very pleased we have been able to reach agreement. In partnership with Toll we are starting a new chapter of looking outward and becoming a leading global player.”

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