BNP Paribas in €610 million Acquisition Loan

January 17, 2007

Cleary Gottlieb represented BNP Paribas in connection with the arrangement and the financing of Geodis’s acquisition of 100% of the shares and voting rights in TNT Forwarding Holdings AB, TNT’s freight forwarding division and a leading international freight forwarder.  Geodis acquired the shares from TNT.

Geodis, a French company listed on Euronext Paris Eurolist Compartment B, engages and coordinates all of the business lines related to transport and logistics (supply chain management, air sea freight, full truck load, logistics, distribution and reverse logistics).  Geodis conducted the acquisition through its wholly owned French subsidiary, Geodis Freight Forwarding, a special purpose vehicle set up for the purpose of the acquisition.

The financing included a €315 million amortising term loan facility, a €145 million bridge term loan facility and a €150 million revolving credit facility for general corporate purposes.  The €145 million bridge term loan facility will be repaid with the proceeds of a share capital increase launched by Geodis S.A. on January 17, 2007.  The financing is secured with a pledge granted by Geodis over Geodis Freight Forwarding’s shares.