InPost (INPST) Investor update summary

Transaction overview

• A consortium of Advent, FedEx, A&R, and PPF has made a recommended all-cash offer for all shares at EUR 15.60 per share, valuing the company at EUR 7.8 billion, with Advent and FedEx each holding 37%, A&R 16%, and PPF 10% post-transaction.

• The offer represents a 50% premium to the undisturbed share price and up to 55% to recent volume-weighted averages, and is unanimously supported by the boards after a thorough review and external fairness opinions.

• The transaction is subject to customary conditions, including regulatory and antitrust approvals in multiple jurisdictions, and a minimum acceptance level of 80%.

• The offer is backed by shareholders representing 48% of shares, with PPF reinvesting to retain a 10% share in the consortium.

• Settlement and closing are expected in the second half of 2026, following regulatory filings, offer memorandum publication, and EGMs.

Strategic rationale and future operations

• The consortium aims to accelerate growth, expand the parcel locker network, and enhance B2C digital solutions, leveraging FedEx's global network and Advent’s sector expertise.

• The company will retain its brand, head office in Poland, and current management structure, with no anticipated workforce changes.

• InPost and FedEx will remain independent competitors but plan to enter commercialization agreements to leverage complementary strengths.

• Employee rights, benefits, and corporate culture will remain unchanged, with non-financial covenants in place for at least 18 months post-settlement.

• The consortium supports the existing business strategy, growth ambitions, and ESG goals.

Financial and structural details

• The transaction will be funded through a mix of equity and debt, with post-transaction leverage slightly above 4x and financing secured from reputable institutions.

• Existing bonds are not automatically triggered for change of control, and the company retains flexibility regarding refinancing.

• If 80-95% of shares are tendered, a demerger process will transfer assets to a new entity, with minority shareholders receiving the offer price; above 95%, a standard squeeze-out applies.

• Rafał Brzoska will roll over his stake, increasing his share to 16% in the consortium without injecting new cash.

• The offer includes robust non-financial covenants and a break fee set at 1% of the offer value.