InPost (INPST) Investor update summary

Transaction overview

• A consortium of Advent, FedEx, A&R, and PPF has agreed to a recommended all-cash offer for all shares at EUR 15.60 per share, valuing the company at EUR 7.8 billion, representing a 50% premium to the undisturbed share price and up to 55% over recent volume-weighted averages.

• Advent and FedEx will each hold 37% of the consortium, A&R 16%, and PPF 10% after reinvesting part of its proceeds.

• The transaction is supported by shareholders representing 48% of outstanding shares and is subject to customary closing conditions, including an 80% minimum acceptance level.

• The company will continue to operate under its current brand, management, and head office in Poland, with CEO Rafał Brzoska maintaining his stake.

• Settlement and closing are expected in the second half of 2026, following regulatory and antitrust approvals in multiple jurisdictions.

Strategic rationale and future operations

• The consortium aims to accelerate growth, expand the parcel locker network, and enhance B2C digital solutions across Europe.

• FedEx brings global network expertise, enabling commercialization agreements to leverage both companies' strengths while remaining independent competitors.

• The company will continue to operate independently under its current brand and management, with no material changes to workforce or employee rights planned.

• The partnership is expected to unlock growth, increase consumer choice, and drive value creation in the European delivery sector.

• The consortium supports existing business strategy, growth ambitions, and ESG goals, with non-financial covenants on strategy, governance, and minority shareholder protections for 18 months post-settlement.

Financial and structural details

• The transaction will be funded through a mix of equity (EUR 5.9 billion) and debt (up to EUR 5 billion), with expected leverage slightly above 4x post-transaction.

• Existing bonds are not automatically triggered for change of control; refinancing options remain open.

• If 80%-95% of shares are tendered, a demerger process will transfer assets to a new entity, with minority shareholders receiving the offer price; if at least 95% is acquired, statutory squeeze-out proceedings will be initiated.

• The offer's EBITDA multiple is 10.1x, comparable to recent industry transactions.

• No significant tax consequences are expected from the demerger, and the company remains a major taxpayer in Poland.