Press Release
FedEx Announces Preliminary Results of Tender Offer for American
Freightways Shares
MEMPHIS, Tenn -- (BUSINESS WIRE) - December 22, 2000 -- FedEx Corporation
(NYSE:FDX) today announced the preliminary results of the successful completion
of its offer, made through its wholly owned subsidiary FDX, Inc., to purchase
up to 50.1% of the outstanding shares of common stock and associated rights of
American Freightways Corporation (Nasdaq:AFWY) at a price of $28.13 per share.
The cash tender offer, which was oversubscribed, expired at 12:00 midnight, New
York City time, on Thursday, December 21, 2000.
FedEx announced, based on a preliminary count, that approximately 16,964,992
shares were properly tendered and not withdrawn, including approximately
4,187,346 shares subject to guarantees of delivery. FedEx will accept the
properly tendered shares on a pro rata basis. The preliminary proration factor
for the tender offer is approximately 96.5 percent.
The determination of the proration factor is subject to final confirmation of
the proper delivery of all shares tendered and not withdrawn, including shares
tendered pursuant to the guaranteed delivery procedure. Payment for shares
accepted for payment, and return of all other shares tendered, will occur
promptly after completion of the final proration computation. Merrill Lynch &
Co. acted as dealer manager for the tender offer.
As previously announced, the tender offer will be followed by the merger of
American Freightways with and into FDX, Inc. As a result of the merger,
American Freightways will become a wholly owned subsidiary of FedEx. In the
merger, each share of American Freightways common stock (other than shares
owned by FedEx or any of its subsidiaries or by American Freightways as
treasury stock, all of which will be canceled, and other than shares that are
held by shareholders, if any, who properly exercise their dissenters' rights
under Arkansas law) will be converted into that number of shares of common
stock of FedEx determined by dividing $28.13 by the average closing price per
share of FedEx common stock for a defined period of trading days prior to the
closing of the merger. The merger is subject to the satisfaction of certain
conditions, including the approval of American Freightways shareholders.
With annual revenues of $19 billion, FedEx is the premier global provider of
transportation, logistics, e-commerce and supply chain management services. The
company offers integrated business solutions through a network of subsidiaries
operating independently, including FedEx Express, the world's largest express
transportation company; FedEx Ground, North America's second largest provider
of small-package ground delivery service; FedEx Logistics, an integrated
logistics, technology and transportation-solutions company; FedEx Custom
Critical, the world's largest provider of expedited, time-critical shipments;
and FedEx Trade Networks, a provider of customs brokerage, consulting,
information technology and trade facilitation solutions. More than 2.5 million
customers are connected electronically through the FedEx information network
and approximately two-thirds of its U.S. domestic transactions are now handled
online.
Contact:
FedEx Corp., Memphis
Media Contact:
Shirlee M. Clark, 901/818-7463
or
Investor Contact:
J. H. Clippard Jr., 901/818-7468
