InPost, Advent, FedEx, A&R and PPF Announce Agreement on Recommended All-Cash Offer for All Issued and Outstanding InPost Shares at an Offer Price of EUR 15.60 Per Share
Key Terms
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public takeover bids regulatory
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arm's length financial
This is a joint press release by InPost S.A. (“InPost” or the “Company”) and Iris Lux Bidco S.à r.l. (the “Offeror”). This joint press release is issued pursuant to the provisions of Section 17, paragraph 1 of the European Market Abuse Regulation (596/2014), as well as the provisions of Section 4, paragraphs 1 and 3, Section 5, paragraph 1 and Section 7, paragraph 4 of the Dutch Decree on public takeover bids (Besluit openbare biedingen Wft) (the “Decree”) in connection with the intended recommended public offer by the Offeror for all the issued and outstanding shares in the capital of the Company (the “Offer” together with the transactions contemplated in connection therewith the “Transaction”). This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in the Company. Any offer will be made only by means of the offer memorandum (the “Offer Memorandum”) approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, the “AFM”). This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful.
Transaction highlights
-
The offer price of
EUR 15.60 (cum dividend) values100% of the Shares atEUR 7.8 billion , providing immediate and certain value for InPost’s shareholders with a highly attractive offer premium of50% to the Undisturbed Share Price on 2 January 2026 and53% to the three-month Volume Weighted Average Price prior to 2 January 2026. - The Consortium will help drive InPost’s growth potential as a leading European e-commerce solutions enabler by supporting its existing growth strategy including further expansion of its parcel locker network and growth in consumer-centric digital solutions.
- FedEx brings deep industry expertise based on its diversified and global network, and advanced technology.
- InPost’s Boards through a special committee conducted a thorough review of the Transaction with external advisors. The Boards consider the Offer to be in the best interest of all stakeholders and unanimously support the Transaction and recommend that shareholders tender their Shares under the Offer.
-
The Transaction is supported by shareholders representing
48% of the outstanding Shares in the Company. -
PPF will sell the entirety of its stake in support of the Transaction but will remain committed to InPost through the reinvestment of a part of the proceeds to become a
10% shareholder in the Consortium. -
InPost will continue to operate under the InPost brand with its head office in
Poland and with its current management structure led by CEO Rafał Brzoska who will maintain his stake in InPost through the Consortium. - The Consortium has committed financing in place providing certainty of funds.
- The Consortium has agreed to certain Non-Financial Covenants following Settlement of the Offer.
- The Transaction is expected to complete in H2 2026.
AMSTERDAM & LUXEMBOURG--(BUSINESS WIRE)--
Funds managed and/or advised by Advent International, L.P. and its affiliates (“Advent”), FCWB LLC, a wholly owned subsidiary of FedEx Corporation (“FedEx”), A&R Investments Ltd. (“A&R”) and PPF Group (“PPF”), together with InPost – a leading European e-commerce solutions enabler specializing in out-of-home delivery and automated parcel lockers – have reached a conditional agreement on an intended recommended all-cash public offer for all issued and outstanding shares in InPost at an offer price of
As a leading European e-commerce enabler, InPost offers secure, automated, and easily accessible parcel pickup solutions that generate profitable last-mile business-to-consumer (B2C) shipments. The Transaction, expected to be completed in the second half of 2026, brings together InPost, Advent, FedEx, A&R, a company founded by Rafał Brzoska, and PPF (the “Consortium”), to unlock growth, consumer choice and value creation in Europe’s fast-growing delivery sector. Post-Settlement, the Consortium will be structured with Advent holding
Building on the strength of its position as an innovative out-of-home delivery enabler in
The Consortium is committed to supporting InPost’s existing strategy, including further expansion of its European footprint in
Hein Pretorius, Chair of the Supervisory Board of InPost and the Special Committee: “Together with our advisers, we have thoroughly assessed the interest expressed by the Consortium in InPost in a Special Committee and conducted a careful, structured process, reviewing alternatives and weighing a broad range of financial and non-financial considerations. We are confident that the Offer represents a compelling opportunity for shareholders to realize immediate and certain value at an attractive premium. We believe that the Transaction provides a solid foundation for the future of InPost, with the Consortium that has a long-term perspective on value creation and fully endorses the strategy. We are convinced that the Offer serves the best interests of the Company and all its stakeholders, and therefore the Supervisory Board members unanimously support the Offer.”
Rafał Brzoska, CEO/Founder of InPost: “Building on our success in
Ranjan Sen, Managing Partner at Advent: “InPost is transforming the European e-commerce landscape and we are excited to form this strategic partnership with FedEx, a global sector leader, to help accelerate InPost’s growth. Building on Advent’s strong track record in the logistics, technology and consumer sectors, we will support InPost’s proven strategy including the expansion of its locker network, deepening its partnerships with customers and enhancing its offering for consumers. We look forward to working with Rafał, the management team and the Consortium to provide the strategic support and long-term view needed to unlock InPost’s growth potential and enhance its position as a leading pan-European e-commerce enabler.”
Raj Subramaniam, CEO of FedEx: “FedEx has a global network that powers the industrial economy, and InPost has a strong and successful presence in Europe’s out-of-home delivery segment. We will be entering into agreements with InPost following completion of the Transaction that will provide our customers access to InPost’s last-mile B2C capabilities while bringing FedEx’s global network and logistics expertise to support InPost’s next phase of growth. Our investment in InPost reflects our disciplined approach to capital allocation and long-term value creation. Together with InPost’s leadership and our fellow consortium members, we see a clear path to unlocking growth, improving the efficiency of our B2C last mile operations, enhancing returns, and better serving customers across Europe.”
Didier Stoessel, Co-CEO of PPF: “Since our initial investment in InPost almost three years ago, we have committed to helping the company realize its vision for InPost’s European expansion. We believe the offer is attractive and are therefore selling the majority of our interest in support of the transaction. We are pleased to continue our support as a minority investor as InPost begins a new chapter in pursuit of sustainable growth.”
The Consortium believes the Transaction has compelling financial attributes for accepting shareholders and will support long-term value creation for customers, communities and employees. Alongside Advent, Rafał Brzoska and PPF, FedEx brings deep industry expertise based on its diversified and global network, and advanced technology, and supports InPost’s ambition to become a leading European e-commerce enabler. FedEx and InPost will not integrate their operations and will remain independent competitors in their respective markets and segments.
Following completion of this Transaction, in compliance with applicable antitrust laws, InPost and FedEx will enter into arm's length commercial agreements that will enable both businesses to benefit from complementary strengths and a shared vision by:
- Connecting FedEx’s global network of 3 million businesses and 225 million recipients worldwide with InPost’s locker network and B2C last mile operations, allowing efficient delivery to consumers where they want to receive goods.
- Allowing FedEx to accelerate the rapid growth of out-of-home parcel delivery across key European markets, improving profitability and returns in its European operations.
InPost’s shareholders will receive a cash consideration of
The offer price represents the following premia to the undisturbed share price referenced as of 2 January 2026 (the “Undisturbed Share Price”):
-
50% to the closing share price ofEUR 10.4 ; -
55% to the 1-month volume-weighted average share price up to and including 2 January 2026 ofEUR 10.1 ; -
53% to the 3-months volume-weighted average share price up to and including 2 January 2026 ofEUR 10.2 ; and -
43% to the 6-months volume-weighted average share price up to and including 2 January 2026 ofEUR 10.9 .
Transaction governance
Following the initial expression of interest of the Offeror in InPost, a special transaction committee (the “Special Committee”) was formed of all non-conflicted members of the Supervisory Board and of the Management Board for the purpose of considering all aspects of a potential transaction, and ensuring that the interests of the Company and all of its stakeholders were taken into account in the decision making. The Boards have received financial and legal advice to evaluate the proposed Transaction.
The Special Committee entered into discussions with the Offeror, while assuring a diligent and careful process in compliance with applicable laws. The Special Committee met on a frequent basis throughout the process to discuss the negotiations with the Offeror, to monitor the progress of the Offer, and to contemplate key decisions in connection with the Transaction.
Mr. Rafał Brzoska has not participated (and shall not participate) in any (future) discussion or meeting of the management board with respect to the proposed Transaction. Consequently, any reference in this press release to the decision-making of the management board in relation to the Transaction refers to the management board of InPost excluding Mr. Brzoska (the “Management Board”) and any unanimous action by the Management Board or Boards should be read as the unanimous action of the members of the Management Board or Boards other than Mr. Brzoska.
Mr. Stoessel, Mr. Sen, Mr. Huep and Mr. Harrer have not participated (and shall not participate) in any (future) discussion or meeting of the supervisory board with respect to the Transaction. Consequently, any reference in this press release to the decision-making of the supervisory board in relation to the Transaction refers to the supervisory board of InPost excluding Mr. Stoessel, Mr. Sen, Mr. Huep and Mr. Harrer (the “Supervisory Board” and together with the Management Board, the “Boards”) and any unanimous action by the Supervisory Board or Boards should be read as the unanimous action of the members of the Supervisory Board or Boards other than Mr. Stoessel, Mr. Sen, Mr. Huep and Mr. Harrer.
Consistent with their fiduciary duties, the Boards, with the assistance of their advisors, carefully reviewed and evaluated all aspects of the proposal, including, amongst others, the financial value of the Offer to accepting shareholders, deal certainty, the strategic, operational and social aspects, and other terms of the proposal. Subsequent to these reviews, discussions, and evaluations, the Boards entered into the Merger Agreement with the Offeror on the date hereof under the terms and conditions as set out in this press release.
Support and unanimous Board recommendations
After multiple rounds of negotiations, the Offeror has put forward a final conditional and non-binding proposal. Following a diligent evaluation, the Boards believe that the Offer provides InPost’s shareholders with an attractive offer price at an attractive premium, with attractive non-financial terms while also delivering strong commitments in respect of deal certainty. Further, the Boards conclude that the Offer is in the best interest of the Company and will allow it to deliver superior value for all stakeholders.
Accordingly, the Boards unanimously support the proposed Transaction and recommend that InPost’s shareholders tender their Shares under the Offer, if and when made, and vote in favor of the resolutions relating to the Transaction at the relevant extraordinary general meeting of the Company (as further described under the heading ‘EGMs’).
Consortium
The Consortium will be structured with Advent holding
A&R will roll-over their existing shareholding in full, underscoring their long‑term commitment to supporting InPost’s strategic development and growth trajectory following Settlement.
Irrevocable undertakings
In addition to PPF and A&R, AI Prime (Luxembourg) & Cy S.C.A., who holds approximately
Fairness Opinions
On 8 February 2026, J.P. Morgan Securities plc has issued a written opinion to the Boards and Banco Santander, S.A. has issued a separate written opinion to the Supervisory Board, in each case that, as of such date and based upon and subject to the assumptions, qualifications and limitations set forth therein (i) the offer price is, in its opinion, fair to the shareholders from a financial point of view and (ii) the purchase price payable to the Company in respect of the Demerger Share Sale is fair to the Company from a financial point of view (the “Fairness Opinions”).
The full text of the Fairness Opinions, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, will be included in the Company's position statement. The Fairness Opinions have been given solely to the Boards and to the Supervisory Board respectively, and not to the holders of Shares.
Non-Financial Covenants
The Company and the Offeror have agreed to certain non-financial covenants (the “Non-Financial Covenants”), including the covenants summarized below, in respect of, amongst others, strategy, financing, governance, employees, customers, consumers and minority shareholders. The Offeror shall comply with each of the Non-Financial Covenants for a duration of eighteen months after Settlement, subject to any deviations with the prior approval of the Boards including the affirmative vote of at least one independent Supervisory Board member.
Strategy
The Offeror supports InPost’s publicly communicated business strategy and organic and inorganic growth ambitions. The Offeror also endorses the current required Environmental, Social, and Governance principles, policies and goals of the Group.
Financing
The Offeror shall procure that the Company will remain prudently capitalized and financed to safeguard the continuity of the business.
Employees
Existing employee rights and benefits will be respected, as will the Group's current employee consultation structure. No material changes to the Group's workforce is envisaged as a direct consequence of the Transaction.
Organization, operations and governance
The Offeror intends that the Company’s corporate identity, culture and values are maintained as a separate independent entity. The Offeror will maintain the Group's business locations including its head office, key support functions and continue to manage the Group's business from its head office and from the respective regional offices.
Minority shareholders
The Offeror will respect the interests of all minority shareholders within the Company. As long as the Company has minority shareholders, the Company will not: (a) issue new shares for cash without offering pre-emption rights to minority shareholders; (b) engage in transactions with the Offeror or its affiliates that are not at arm’s length; or (c) take any action that disproportionately prejudices the value or rights of minority shareholders.
Customers and consumers
The Offeror intends that the Company will maintain customer centricity and provide continued quality of service and offering to customers and consumers.
Financing of the Transaction
The Offeror will fund the Transaction through a combination of equity funding and debt financing. The equity funding for the Transaction in an aggregate amount of
Post settlement restructuring
InPost and the Offeror believe the sustainable and long-term success of InPost will be enhanced under private ownership and acknowledge the importance of the Offeror acquiring
If, after Settlement or settlement of the Shares tendered during the post-acceptance period (if applicable), the Offeror holds at least
If the Offeror holds at least
EGMs
Two extraordinary general meetings of shareholders of InPost (each an “EGM”) will be convened in connection with the Transaction. The first EGM will be held during the Offer period to inform shareholders about the Transaction and to allow them to vote on governance changes, subject to and effective as per Settlement (the “Offer Resolutions”). The second EGM will take place after Settlement, during which shareholders will vote on the resolutions approving the Post-Closing Demerger and Liquidation (the “Demerger Resolutions” and, together with the Offer Resolutions, the “Resolutions”). The Demerger Resolutions will be subject to a
Pre-Offer Conditions and Offer Conditions
The commencement of the Offer is subject to the satisfaction or waiver of pre-Offer conditions customary for a transaction of this kind, including:
- no material breach of the Merger Agreement having occurred;
- no material adverse effect having occurred;
- the AFM having approved the Offer Memorandum;
- no competing or mandatory offer having occurred;
- no adverse Board recommendation having occurred; and
- the irrevocable undertakings of the relevant Board members and shareholders being in full force and effect.
If and when made, the consummation of the Offer will be subject to the satisfaction or waiver of Offer conditions customary for a transaction of this kind, including:
-
minimum acceptance level of at least
80% of the Shares; - no material breach of the Merger Agreement having occurred;
- no material adverse effect having occurred;
- all Regulatory Clearances (as defined below) in relation to the Transaction having been obtained;
- no Competing Offer having occurred; and
- no adverse Board recommendation having occurred.
Regulatory Clearances
InPost and the Offeror shall seek to obtain the relevant and recommended regulatory and competition clearances (the “Regulatory Clearances”) as soon as practicable and prepare and file with the regulatory authorities the relevant applications. To that end, they shall provide the regulatory authorities with any additional information and documentation that may be reasonably requested in connection with these applications.
Exclusivity and Competing Offer
As part of the Merger Agreement, InPost has entered into customary undertakings not to solicit any third party offers. If a bona fide third party makes an offer for at least eighty per cent (
Termination
If the Merger Agreement is terminated in the event the Company agreed to a Competing Offer or made an intervening event recommendation change, the Company shall pay the Offeror an amount of
Next steps and additional information
The Offeror intends to launch the Offer as soon as practically possible and in accordance with the applicable statutory timetable. The Offer Memorandum is expected to be published, and the Offer is expected to commence, in Q2 2026.
InPost will hold an informative EGM prior to the closing of the Offer period and will publish its position statement at least ten business days prior to the closing of the Offer period in accordance with Section 18a Paragraph 1 of the Decree, to inform the shareholders about the Transaction and adopt the Offer Resolutions that will be applicable after Settlement. InPost will hold a second EGM after Settlement to adopt the Post-Closing Demerger and Liquidation Resolutions.
Based on the required steps and subject to the approval of the Offer Memorandum, InPost and the Offeror anticipate that the Offer will close in H2 2026.
Audio Webcast
Hein Pretorius (Chairman of the Supervisory Board), Michael Rouse (CEO International) and Javier van Engelen (CFO) will host a conference call for analysts and investors at 8:30 AM UKT / 9:30 AM CET on 9th February at: https://brrmedia.news/INPST_Update
About InPost.
InPost (Euronext Amsterdam: INPST) has revolutionised e-commerce parcel delivery in
InPost’s extensive OOH network supports rapidly growing parcel volumes across its markets, with 1.4 billion parcels delivered in 2025. Its locker solutions offer consumers a delivery option that is cheaper, more flexible and convenient, environmentally friendly and contactless. As a leading OOH logistics provider, InPost is recognised for transforming parcel delivery economics in
About Advent.
Advent is a leading global private equity investor committed to working in partnership with management teams, entrepreneurs, and founders to help transform businesses. With 16 offices across five continents, we oversee more than
Since our founding in 1984, we have developed specialist market expertise across our five core sectors: business & financial services, consumer, healthcare, industrial, and technology. This approach is bolstered by our deep sub-sector knowledge, which informs every aspect of our investment strategy, from sourcing opportunities to working in partnership with management to execute value creation plans. We bring hands-on operational expertise to enhance and accelerate businesses.
As one of the largest privately-owned partnerships, our 675+ colleagues leverage the full ecosystem of Advent’s global resources, including our Portfolio Support Group, insights provided by industry expert Operating Partners and Operations Advisors, as well as bespoke tools to support and guide our portfolio companies as they seek to achieve their strategic goals.
To learn more, visit our website or connect with us on LinkedIn.
*Assets under management (AUM) as of June 30, 2025. AUM includes assets attributable to Advent advisory clients as well as employee and third-party co-investment vehicles.
About FedEx.
FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce, and business services. With annual revenue of
About A&R.
A&R is an independent investment company founded by Rafał Brzoska that manages a diversified portfolio of private and public investments. Since the InPost IPO A&R has been a shareholder in the company holding a stake of approximately
About PPF.
PPF Group, a privately held investment and industrial holding company, operates in 25 countries, investing in multiple sectors, including telecommunications, media, financial services, e-commerce, real estate, and mechanical engineering. The Group owns assets to the value of
Inside Information
This press release contains inside information within the meaning of Section 7, paragraph 1 of the European Market Abuse Regulation (596/2014).
General restrictions
The information in this press release is not intended to be complete. This press release is for information purposes only. This press release is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to this press release or otherwise. This press release does not constitute investment advice or an inducement to enter into investment activity. Any public offer will be made only on the basis of the Offer Memorandum, approved by the AFM, which shall contain the full terms and conditions of the Offer.
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the Offeror and the Company disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither the Company, nor the Offeror, nor any of their advisers assume any responsibility for any violation by any person of any of these restrictions. The Company shareholders in any doubt as to their position should consult an appropriate professional adviser without delay. This press release is not to be released, published or distributed, in whole or in part, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful.
Forward looking statements
This press release may include 'forward-looking statements' and language that indicates trends, such as 'anticipated' and 'expected'. Although the Company and the Offeror believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Neither the Company, nor the Offeror, nor any of their advisers accept any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups.
Notice to Company shareholders in
The Offer will be made for the Shares of the Company, a public limited company incorporated under the laws of Luxembourg with its Shares listed on Euronext Amsterdam. It is important that
The Offer will be made in
The receipt of cash pursuant to the Offer by a
It may be difficult for
Neither the SEC nor any
View source version on businesswire.com: https://www.businesswire.com/news/home/20260208585540/en/
For more information, please contact:
Media contacts:
FedEx:
FedEx Media Relations
901-434-8100
mediarelations@fedex.com
Press enquiries for InPost:
Wojciech Kądziołka,
Spokesman
wkadziolka@inpost.pl
+48 725 25 09 85
Gabriela Burdach,
Director of Investor Relations
ir@inpost.eu
Press enquiries for the Consortium:
FGS Global
Charlie
Rory King
Amanda Healy
Consortium-Offer@fgsglobal.com
Source: FedEx Corp.