Finance Monthly. 36 37 Finance Monthly. Beyond the Deal Beyond the Deal ADVENT-LED CONSORTIUM AGREES €7.8BN TAKE-PRIVATE OF INPOST Deal Overview A consortium comprising Advent International, FedEx, A&R Investments and PPF Group has reached a conditional agreement on a recommended all-cash public offer for all issued and outstanding shares of InPost. The offer price of €15.60 per share (cum dividend) values InPost at approximately €7.8 billion and represents a premium of around 50% to the undisturbed share price. The transaction is unanimously supported by InPost’s Boards and is backed by irrevocable undertakings from shareholders representing approximately 48% of the company’s outstanding shares. Following completion, InPost will continue to operate as a standalone business under its existing brand, with its headquarters and core operations remaining in Poland. Founder and CEO Rafał Brzoska will retain an indirect stake through the consortium and continue to lead the business. Strategic Rationale InPost is a leading European out-of-home delivery and e-commerce enablement platform, operating a network of more than 61,000 automated parcel lockers and over 33,000 pick-up and drop-off locations across nine countries. The business delivered approximately 1.4 billion parcels in 2025, benefiting from strong structural tailwinds in last-mile logistics, consumer convenience and sustainability-driven delivery models. The consortium intends to support InPost’s existing growth strategy, including further expansion across Western Europe, continued investment in consumer-centric digital solutions and the scaling of its locker-based delivery network. FedEx’s investment is structured as a strategic, non-integrating partnership, with the parties remaining independent competitors while exploring arm’slength commercial cooperation post-completion. Transaction Structure The transaction is being implemented by way of a recommended public offer under Dutch takeover rules. Financing certainty is provided through a combination of fully committed equity contributions and committed debt facilities arranged on a “certain funds” basis. Depending on post-offer acceptance levels, the structure provides for either statutory squeeze-out proceedings or a post-closing demerger and liquidation mechanism designed to enable the consortium to achieve full ownership while complying with applicable corporate and regulatory requirements. A detailed package of non-financial covenants has been agreed, covering governance, employee protections, operational continuity, minority shareholder safeguards and ESG commitments, to apply for at least 18 months following settlement. Legal Adviser (Consortium): Advising the consortium on the recommended all-cash offer and advising Advent on the arrangements between consortium partners. Financial Fairness Opinions (InPost Boards): Strategic Communications (Consortium): Additional legal, financial and financing advisers were not disclosed in the initial transaction announcement. ADVISORS TO THE TRANSACTION Sector: Logistics / E-commerce Infrastructure Transaction Type: Recommended All-Cash Public Takeover (Take-private) Deal Value: €7.8 Billion Equity Value Deal Status: Announced Expected Completion: H2 2026 Governance and Process Given the participation of existing shareholders and founder-linked entities in the consortium, InPost established a special committee of non-conflicted board members to oversee the evaluation and negotiation of the offer. Conflicted directors formally recused themselves from all decision-making related to the transaction. Independent financial fairness opinions were obtained, and the Boards concluded that the offer appropriately balanced valuation, execution certainty and long-term strategic outcomes for all stakeholders. Transaction Context The proposed take-private reflects renewed private capital interest in European logistics and infrastructure platforms with defensible networks, technology-enabled operations and long-term growth visibility. For InPost, private ownership is intended to provide greater strategic flexibility and a more efficient capital structure to support accelerated expansion in Europe’s fast-growing out-ofhome delivery market. The offer is expected to be formally launched in Q2 2026, subject to regulatory approvals, with completion anticipated in the second half of the year.
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