Good morning, everyone, and thank you for making time for us on such short notice. Before getting into the details, let me first introduce who are the presenters in the call today: Hein Pretorius, Chairman of the Supervisory Board of InPost; Javier van Engelen, our CFO; and Michael Rouse, our CEO International. You will notice the absence of the Group CEO in this call. That is a deliberate decision, and Hein will explain why before commenting on the announcement and taking your questions. As we are a listed company, we strictly follow the disclosure guidelines and can only answer questions within those guidelines. Thank you.
Thank you, Gabi, and thank you all for joining. Today marks an important milestone in the history of InPost. I will touch upon the highlights of the announcement we made this morning first, and as Gabi said, we will then take your questions. As you have read in the press release, Rafał Brzoska is part of the consortium. This means that he can't participate in any communications relating to the transaction, as he was not involved in the assessment of the offer on behalf of the company. This has been a deliberate decision by the Board of Directors of InPost to ensure strict governance and a clear separation between the company and the consortium. To that end, a special committee was formed of non-conflicted members of the Supervisory and Management Boards, including myself, further referred to as the boards, which considered all aspects of the offer we received.
The special committee ensured that the interests of the company and all of its stakeholders were taken into account in the decision-making. Rafał did not participate in any of these discussions. That explains why you are hearing from me today as a new phase to walk you through the key highlights. Turning to the highlights of the transaction, as you have seen in the press release, InPost, Advent, FedEx, A&R, an investment vehicle founded by Rafał, and PPF have announced an agreement on recommended all-cash offer for all issued and outstanding shares of InPost at an offer price of EUR 15.60 per share. After the transaction, Advent will have a 37% interest in the consortium: FedEx 37%, A&R 16%, and PPF 10%.
PPF will sell the entirety of its stake in support of the transaction but will remain committed to InPost through the reinvestment of a minority part of proceeds to become a 10% shareholder in the consortium. Following a thorough and diligent process, including external advice, InPost boards consider this offer to be in the best interest of all stakeholders and unanimously support the transaction and recommend the offer. For shareholders, the offer price of EUR 15.60 values 100% of the shares at EUR 7.8 billion, providing immediate and certain value with an attractive offer premium. From a strategic perspective, the consortium will help drive InPost's growth potential as a leading European e-commerce solutions enabler by supporting its existing accelerated growth strategy, including further expansion of its parcel locker network in its existing markets and growth in consumer-centric and B2C digital solutions.
The consortium brings together a proven and visionary founder and long-term experienced financial and strategic investors in the sector, with FedEx adding deep industry expertise based on its diversified and global network and advanced technology. After completion of the transaction, InPost and FedEx intend to enter into commercialization agreements to benefit from complementary strengths and a shared vision. But to be clear, FedEx and InPost will not integrate their operations and will remain independent competitors in their respective markets and segments. In that respect, I want to stress that InPost will continue to operate under the InPost brand, with its head office in Poland and with its current management structure led by its CEO, Rafał. The transaction is supported by shareholders representing 48% of the outstanding shares in the company. The transaction offers a high degree of certainty and is subject to customary closing conditions.
Let's move to the next slide. As for the financial considerations, all shareholders will receive a cash consideration of EUR 15.60 per share that is validly tendered. We believe the offer price clearly represents an attractive premium of 50% to the undisturbed share price on 02/01/2026 and 53% to the three-month volume-weighted average price prior to 02/01. Let's now take a look at the consortium composition. The consortium brings together experienced financial and strategic partners who know our company very well. Advent has been part of InPost's journey since 2017. PPF is InPost's largest shareholder, and although it will sell the majority of its stake, will remain invested. The continued investment of A&R signals Rafał's full commitment to the company and his strategic direction. FedEx adds deep industry expertise based on its diversified global network and advanced technology. Now, Michael will walk you through the strategic rationale.
Thank you, Hein. Good morning. The strategic rationale for this transaction is clear. It supports the further expansion of InPost's European footprint and its parcel locker network across key markets as a leading e-commerce solutions enabler. At the same time, it strengthens our ongoing initiatives to redefine the European e-commerce sector and to grow our consumer-centric and B2C digital solutions. Together, this will unlock growth, increase consumer choice, and drive value creation in Europe's fastest-growing delivery sector. FedEx brings deep industry expertise through its diversified global network and advanced technology. This creates a clear path to significantly expand InPost's out-of-home network, including the deployment of automated parcel machines, rapid and flexible doorstop delivery, and PUDO locations. Finally, the partnership will connect FedEx's global network of 3 million businesses and 225 million recipients worldwide with InPost's locker network and B2C last-mile operations.
Just to be clear, as already mentioned by Hein, FedEx and InPost will not integrate their operations and will remain independent competitors in their respective markets and segments. Now moving on to the next slide. We believe this transaction is in the best interest of all stakeholders, and we have agreed to certain non-financial covenants. In addition to the strategic benefits already mentioned, let me highlight a few other important aspects. Our corporate identity, culture, and values will remain unchanged, and our head office will continue to be based in Poland. Existing employee rights and benefits will be respected, as will InPost's current employee consultation structure. Furthermore, we do not anticipate any workforce changes as a direct result of the transaction. Our customers will remain at the center of our focus as we continue to deliver the high quality of service they know from us.
The consortium will ensure that the company remains prudently financed. I will now hand back to Hein to cover the transaction assessment.
Thank you, Michael. As I already mentioned, a special committee was formed of non-conflicted members of the Supervisory and Management Boards to consider all aspects of the offer we received. The committee ensured that the interests of the company and all stakeholders were fully taken into account in the decision-making process. The process involved constructive discussions with the consortium, which led to improvements to the offer and today's announcement. Throughout this period, the boards, supported by external advisors, carefully reviewed the proposal with a strong focus on stakeholder interests. Following this thorough review, both the Management Board and the Supervisory Board concluded that the offer is in the best interest of all stakeholders. They unanimously support the transaction and recommend the offer. Let's move on to the next slide. Commencement and consummation of the offer are subject to customary pre-offer and offer conditions.
Let me briefly highlight the most important ones. These include that no material adverse effects have occurred, that the Offer Memorandum has been approved, that no competing or mandatory offer has been made, that antitrust approval and any other regulatory approvals are obtained, and that a minimum acceptance level of at least 80% of the shares is reached. Let me now give the floor to Javier to talk about the transaction elements and timetable.
Thank you, Hein. Thank you, Michael, and good morning, everyone. Regarding the transaction elements, I would like to highlight two. The consortium will fund the transaction through a combination of equity funding and debt financing. Also, a robust set of non-financial covenants has been agreed in the interest of all stakeholders. As for the next steps in the process, we envisage the following timeline that starts with today's announcement. Towards the end of Q1, the consortium will file the draft Offer Memorandum for review with the AFM. Simultaneously, the consortium will also make the required antitrust and other regulatory filings. Once approval is received, the Offer Memorandum is expected to be published towards the end of Q2, marking the start of the tender period. During this time, we will hold an EGM to engage with our shareholders.
We expect settlement and closing of the transaction in the second half of this year. We will keep all stakeholders, including yourselves, regularly informed throughout this process. With that, we will now open the floor for any questions you may have.
Thank you. If you wish to ask a question over the phone, please signal by pressing star one. If you wish to cancel your request, please press star two. Please make sure the mute function on your phone is switched off to allow you signal to reach our equipment. Again, it is star one to ask a question. Our first question is from Michał Potyra from UBS. Please go ahead.
Hi. Good morning, everyone. Thank you for taking my question. Really, sorry, I'm starting with a tricky one, but I have a question to the board. It's exactly five years since the IPO, and the IPO price was EUR 16. So I'm wondering if you believe that was a fair price back then. I'm wondering, how are you, what kind of arguments are you using to justify this price five years later when the company is way larger? Thank you.
Thank you, Michał. Look, we followed a thorough, diligent process, including external advice. InPost boards consider the offer to be in the best interest of all stakeholders, and obviously, we unanimously support the transaction. We believe it provides immediate and certain value for InPost shareholders with an attractive offer premium, which you've seen in the slides. It's about 50%. We also believe it supports InPost's long-term strategy in the interest of all our stakeholders. The consortium will help drive InPost's growth potential by supporting its existing growth strategy, including further expansion of its European footprint in France, Spain, Portugal, Italy, and the U.K. InPost will continue to operate under the InPost brand with its head office in Poland. We've also obtained two Fairness Opinions, so we absolutely believe that this is the best offer for our shareholders.
Thank you. And maybe I know it's not directly related to this transaction, but I guess it's very important for the share price. Do you have anything to report considering your ongoing contract with Allegro, please? Thank you.
Yeah. We continue to be in discussions, and obviously, we can't disclose any confidential discussions that we have with Allegro or any of our customers.
Okay. Thank you.
Thank you. As a reminder, to ask a question, please signal by pressing star one. It appears there are currently no further questions over the phone. With this I'd like, oh, apologies. We have a question from Henk Slotboom from the IDEA! . Please go ahead.
Yeah. Good morning. Thanks for taking my question. On the relationship with FedEx, perhaps. On the one hand, you say the companies remain independent and remain each other's competitors. Yet, if I look at slide 6 of the presentation, then the last bullet point shows that there may be more than just a passive shareholdership of FedEx. Perhaps you could elaborate on that. Thank you.
Yeah. Good morning, Henk. Let me comment on that. I think what we have highlighted, which is also commented in the press release, post the closure of the transaction, it is our intent to go into a series of commercialization agreements with FedEx. Those agreements will form the backbone of a few different components. First, the ability for FedEx to use InPost's last-mile network across Europe and the markets we operate in today. And two, the reversibility for InPost customers in Europe to use the vast global network of about 3 million businesses and 225 million consumers in terms of accessing that, especially as we look at the development of cross-border outside of Europe. Clearly, that means we're really going to market and operating as two separate companies, but where we can see components that collaborate, we will look to explore that.
Okay. Thank you.
Thank you. It appears there are currently no further questions over the phone. With this, I'd like to hand the call over to Harry for any webcast questions. Over to you, Harry.
Thank you very much. Yeah, we've got quite a few questions on the webcast, the first being from Dylan Simmons at Serone. Will the existing bond be refinanced or remain outstanding as part of the transaction?
I'll take that question. The key thing in this transaction is that we've kept the optionality. It's our current assessment that, indeed, the change of control clause that is built in both in our regular financing and in the bond is not automatically triggered, but that will be a discussion that we will have in the coming months, both with the consortium and with the lending banks. But for us, it was important to keep the optionality open here.
Thank you. The next question comes from Marnix Guillot at UBS. Can you please clarify whether you intend to call outstanding InPost 4% Unsecured Notes due 2031? If you do intend to call or refinance the bond, can you please clarify how you intend to do so? My understanding is that the current transaction structure would not trigger Change of Control language in the bond.
So that's exactly what I just mentioned, right? So it's going to be the same thing. So we will basically have a look at what the contracts tell us, and we keep maximum optionality to basically get the best financing for the company going forward. So more news to come on that, but that's going to be later in the process. But again, we have the optionality in our assessment.
Thank you. The next one comes from Josh Rosen at UFP. Could you kindly provide more details on which antitrust and regulatory clearances will be required? Thank you.
Yes. We have to do a couple of filings. Obviously, we have merger control and FDI filings that have to be done, and they will be in the EU, the U.K., China, Israel, Turkey, Ukraine, Switzerland, and in Vietnam. The most important of these filings would be within the EU.
Thank you. The next question comes from Marcin. Why is the transaction to be completed in H2 only? Do you see any anti-monopoly issues in the countries InPost is now present?
In terms of H2, obviously, we have to go through the AFM now in terms of getting the Merger Protocol approved. Once that's approved, we go into an offer period. Only once the offer period is complete, do we get into the completion cycle. So that takes some time, and there's a process to be followed within that. So that's why we foresee it only being closed in the second half of the year. With regards to the anti-monopoly issues, from an InPost perspective, we don't see any issues, but this would be obviously different by the consortium, so maybe a question for them.
Thank you. The next question comes from David Kerstens at Jefferies. How does the takeover offer compare to recent transactions in the industry, notably the takeover of Evri last year for circa 10x EBITDA for a door-to-door parcel delivery company by Apollo?
If we compare that, we are bang on a 10.1x EBITDA multiple. So it's quite comparable.
Thank you. The next question comes from Daria Zawadzka. Did you consider offer price versus IPO price since the IPO company has grown significantly? And do you believe that fair value is significantly below IPO price? Is that right?
Look, I mean, following, again, a diligent process, including with our external advisors and obtaining two Fairness Opinions, we consider the offers to be in the best interest of all stakeholders. And again, we unanimously support this transaction. It provides immediate and certain value for our shareholders, and it supports our long-term strategy from an InPost perspective. We continue to look at this from all aspects, and it's everything in terms of the circumstances that we've looked at today, which we think is fair value, and thereby we are recommending this offer.
Thank you. The next question comes from Monika Zduńska at IPOPEMA TFI. Could you please explain a post-closing demerger in detail and give us an example of such a transaction in the past?
I'll take that one. Hi, Monika. Look, I'm not going to go through the details because they're very technical, but if you take a step back, there will be a demerger process. That's in the case that the tender shares are between 80%-95%. There will be a demerger where all the assets of InPost will be transferred to a new entity, which will subsequently be transferred to the consortium. As a result of that, later on, the minority shareholders that remain will receive a liquidation distribution, which is equal to the offer price. It's also as described in the press release. Now, to the second part of the question, yes, it's a standard way of looking at a transaction like these. We've checked both in Holland and in Luxembourg that these backend structure demergers have been implemented, and therefore, that's also an option that we keep.
Thank you. The next question comes from Rasmus Kantsø at Morgan Stanley. What is the expected leverage post the transaction?
When we look at the financing of the transaction, again, one of the known financial confidence is that basically the consortium will be prudent in the way the company is capitalised, with a EUR 5.9 billion injection of equity and then up to EUR 4.9 billion or EUR 5 billion in debt financing. If you project that forward towards the end of the year, roughly, then you will come to a leverage ratio which is slightly above 4x. At least, that's our estimation today, which is, I would say, for similar transactions and take private, is still well below, or at least in line, or below what we have seen in similar transactions. And by the way, it's significantly lower than how the company was capitalised in the first IPO in the first take private, sorry.
Thank you. The next question comes from Jin Yu. Given the strategic benefits the new shareholders can bring, i.e., improved operations longer term, why is the offer price still below sell side's average target price of EUR 16 per share?
Yeah, I'll take that one again. As we've mentioned before, we've gone through a diligent process. We have taken external advice. We have two Fairness Opinions from external advisors on this. And in the circumstances where we are today, we have an offer premium of above 50%, and we believe it's in the best interest of our shareholders to take this offer that's on the table. It provides immediate and certain value for them. And from an InPost perspective, it supports our strategy in terms of accelerating our growth in the markets that we are currently present. So we believe this is the best offer that we can get on the table in the circumstances of where we're trading today.
Thank you. The next question comes from Tom Beckmann at Jefferies. Are there an agreement at the consortium level where FedEx can take control of the consortium in the future, such as put/call arrangements or preemptive buying rights?
Unfortunately, that would be a question that you'd have to get from the consortium. That's not one that we, as the company, could answer.
Thank you. The next one comes from Jakub Pycior at Santander. Is the potential demerger, upon reaching 80% of the votes as mentioned in the announcement, in the interest of the company InPost within the meaning of the Dutch civil code?
I will get back to that one. Again, as we've mentioned before and have said, we've taken extensive external advice on all the aspects of the transaction in line with our fiduciary duties. That takes into account our Dutch listing, takes into account that we are also a Luxembourg company. We think we have taken all those aspects into account. And so the demerger, or the potential demerger, if we don't get to the 95% threshold, is basically clear from all those angles, and also then in line with the Dutch civil code.
Perfect. Thank you. The next one comes from Florence Tournier at Churchill Capital. Dutch tender offers are usually subject to a 90% acceptance condition, waivable to 80% following an EGM vote. Why isn't that the case here? Why is the EGM vote on post-closing merger taking place post-settlement? Thank you.
I would have to revert to the details to the lawyers. But still, as I mentioned before, we've looked at this from a Dutch and from a Luxembourg angle. Of course, we're incorporating Luxembourg. We've looked at similar transactions both in Holland and in Luxembourg. And so the thresholds that we have mentioned in the announcement are the ones that we are aware of. As you mentioned, there will be an extraordinary general meeting later in the process at the time of closure to get the vote on that demerger, if it happens there. But again, as people tender their shares, it will also include a proxy to vote in favor of that demerger.
Perfect. Thank you. The next one comes from David Abraham at TD Securities. Could you please provide a list of the merger control and regulatory clearances, such as FDI or FSR, that will be required?
I don't have this immediately to hand, but we would be able to provide that in more detail after this call.
Perfect. Thank you. The next one comes from Alexia Dogani at JP Morgan. Will InPost utilize the FedEx network in other non-InPost countries to enter the market?
I'll take that one. I think to emphasize, our focus will continue to be in the markets we operate today. As I've stated earlier, I think when Henk asked the question, we see the complementary assets that we both can play, especially when you look at the global REITs that FedEx have. But really, we see the opportunity to use FedEx's network for the benefit of our merchants in our existing countries, and therefore be able to sell internationally on that basis, and vice versa, with FedEx being able to sell into the European markets, specifically around e-commerce and last mile. Clearly, that will provide significant growth opportunities for both companies. And together, we see a path to unlocking that growth, enhancing the B2C operations, and also servicing and boosting returns, and provide better service for customers right across Europe.
Thank you. The next question comes from Łukasz Jakubowski at PZU. Sorry. Number one, what is the ultimate goal/intent of FedEx investment according to your best knowledge? Have you discussed with them the possibility of taking over full 100% of shares of InPost or operating company after one stage of the transaction?
I think, as Hein mentioned earlier, and again, I'll take this. One, I think the intent of FedEx really here is part of the consortium, and therefore, it's important to stress that. Clearly, our focus here from us as a company is to remain independent, and that is something that we've clearly been part of the discussion. And InPost will continue to operate standalone on that basis. I will also emphasize that clearly, this is an arm's length agreement we're getting into from a commercial point of view, and therefore, we will remain competitors to some extent in these segments and markets that we operate within today. So therefore, this is not seen as a takeover, as you highlighted, more where really FedEx invests in as part of the consortium, and two, the opportunity post-closing for us to develop a commercial agreement, but very much InPost remaining standalone.
Thank you. The next question comes from Marcin Nowak at IPOPEMA Securities. Regarding the post-closing demerger, in case of it happening, is there determined a pricing mechanism for selling stake in the company Splitco? And then the second part of the question is, is the 80% minimum acceptance threshold set, i.e., if the acquired number of shares is below 80%, does the consortium plan to back out of the deal? Thank you in advance.
Yeah, look, there's a couple of questions also following. I'm going to try to bundle those that we don't have a repetition all the time. And let me start from the one that comes later on from Carol, which suggests that we are circumventing statutory thresholds for squeeze-out. So let me immediately tackle that head-on. We are not circumventing anything. We have, again, taken the right advice, looking at both markets on what our standard structures which are in place, which have been implemented in other occasions. And so again, we have different thresholds. When you get to 95%, it's a normal squeeze-out. When it's above 80%, it's a demerger process. So again, we're not circumventing anything here. And so no, we don't expect at this point in time, also not any kind of liabilities or any kind of minority shareholders.
The price at which, back to the first question, the price at which basically the demerger happened between the companies and the Splitco is the offer price. So that is basically settled at that point in time. And again, once we get above 80%. And then basically, there was another question on any tax consequences. So far, from all the things we've looked at, there's no significant tax consequences. There's, of course, a couple of transactions that happen in the background, but they're minimal in terms of tax impact. And an important question was also earlier today that all of that tax modeling can be done as a standard practice, and InPost will remain a significant and most important taxpayer in Poland throughout all of this.
Thank you very much. The next question comes from Nicholas at Square Global Markets. You just said that the price in the post-merger restructuring will be equal to the offer. Can you develop on that and explain the absence of tax impact/liabilities of the demerger for minority stakeholders as it is usually the case?
That's what I've just done. So that was.
Perfect. In which case, we'll move to the question from Łukasz Wachełko from Wood & Company, who wants to understand, "The stake of Mr. Brzoska post the transaction will increase to 16% from 12.5% currently. Do we get it right that Mr. Brzoska will inject fresh cash into the company?
I can quickly talk about that. No, there will be no fresh cash. What you basically see is the rollover of Rafał's stake in InPost today. Now, because of the different debt structure and the way the consortium is structured, that rollover translates mathematically from a 12.5% into a 16% in the new consortium. So there's no incremental cash, but Rafał will basically rollover his total stake and interest in InPost also coming into the consortium. So it's a mathematical translation from his current 12.5% to the 16% in the new setting and his commitment to basically be the key driver still of this business.
Perfect. There's currently no further questions, so I'll hand back for any closing remarks. Thank you.
Again, thank you very much for all the questions. I hope we could answer all of them for you. I just want to reiterate that from our perspective, the board believes that we've gone through a thorough and diligent process. We've taken on external advice. And from an InPost perspective, strategically, this deal makes a lot of sense. It will help InPost in terms of accelerating its growth in all of its current markets. And InPost will continue to operate under an InPost brand with its head office in Poland and remain very strong from that perspective. So from a board perspective, we recommend this offer, and we hope that all our shareholders can see the value that they can get that is on the table today.