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Inpost S.A. — M&A Activity 2026
May 22, 2026
7329_rns_2026-05-22_91ebb4d8-637e-4c7d-8dfa-aec1102fc76e.pdf
M&A Activity
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InPost
Advent
FedEx
PPF
This is a joint press release by InPost S.A. ("InPost" or the "Company") and IS Iris Lux Bidco S.à r.l. (the "Offeror"). This joint press release is issued pursuant to the provisions of Section 4, paragraphs 1 and 3, Section 10, paragraph 3, and Section 18a in conjunction with Section 18, paragraph 3 of the Netherlands Decree on Public Takeover Bids (Besluit openbare biedingen Wft) (the "Decree") in connection with the recommended public offer by the Offeror for all the issued and outstanding share capital of InPost (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 an offer memorandum (the "Offer Memorandum") approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) (the "AFM") which is available as of today, and subject to the conditions and restrictions set forth therein. Terms not defined in this joint press release will have the meaning as set forth in the Offer Memorandum. This joint press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful.
Advent, FedEx, A&R and PPF launch all-cash offer for all InPost shares
Offer Period starts on 26 May 2026
- The offer price of EUR 15.60 (cum dividend) values 100% of the Shares at EUR 7.8 billion and reflects an offer premium of 53% to the three-month undisturbed Volume Weighted Average Price up to and including 2 January 2026.
- The Consortium will help drive InPost's growth potential as a leading European e-commerce enabler by supporting its existing growth strategy including further expansion of its parcel locker network and growth in consumer-centric digital solutions.
- The terms of the Offer are unchanged from the 9 February 2026 joint press release, and the Offer remains subject to the satisfaction or waiver of the conditions contained in the Offer Memorandum, including a minimum acceptance threshold of 80% of the Shares.
- InPost's Boards through a Special Committee unanimously support the Transaction, consider the Offer to be in the best interest of all stakeholders 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.
- Regulatory Clearances have already been obtained in several jurisdictions. The remaining review processes are expected to be completed in H2 2026.
- The Offer Period runs from 26 May 2026 to 27 July 2026 unless extended in accordance with the relevant provisions of the Offer Memorandum. InPost will hold its Offer extraordinary general meeting to discuss the Offer on 29 June 2026.
- Completion of the Offer is expected in H2 2026.
- After the Offer is declared unconditional, depending on the number of Shares tendered, the Offeror intends to implement the Post-Closing Demerger and Liquidation or a Squeeze-Out Proceeding and procure the delisting of the Shares from Euronext Amsterdam.
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Amsterdam & Luxembourg, 22 May 2026 – 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”), (jointly, the “Consortium”) together with InPost, are pleased to announce that IS Iris Lux Bidco S.à r.l (the “Offeror”) is launching the recommended all-cash public offer for all issued and outstanding Shares in InPost at an offer price of EUR 15.60 (cum dividend) per Share and that the Offer Memorandum has been published today.
Strategic rationale
The Transaction brings InPost together with the Consortium to unlock growth, consumer choice and value creation in Europe's fast-growing parcel delivery sector. The Consortium will help drive InPost's growth potential as a leading European e-commerce enabler by supporting its existing growth strategy including further expansion of its parcel locker network and growth in consumer-centric digital solutions.
The Consortium is committed to supporting InPost's existing strategy including further expansion of its European footprint in France, Spain, Portugal, Italy, Benelux and the UK. The Offeror's intention is that InPost will continue to operate under the InPost brand and that the centre of operations of the Group's business remains in Poland.
The Offer
InPost's shareholders will receive a cash consideration of EUR 15.60 (cum dividend) for each validly tendered Share. The offer price values all issued and outstanding shares of InPost ("Shares") at approximately EUR 7.8 billion, providing immediate and certain value for InPost's shareholders with an offer premium of 53% to the three-month volume-weighted average share price up to and including 2 January 2026 and 50% to the Undisturbed Share Price on 2 January 2026.
Unanimous Board support and recommendation
The non-conflicted members of each of the management board of the Company (the "Management Board") and the supervisory board of the Company (the "Supervisory Board", and jointly, the "Boards") unanimously support the Transaction and recommend that InPost's Shareholders tender their Shares under the Offer, and vote in favor of the Resolutions at the EGMs (the "Recommendation"). InPost published its Position Statement today which contains the information required by Article 18a and Annex G of the Decree and which sets out the recommendation and a more detailed description of the decision-making process of the Boards.
Mr. Hein Pretorius, Mr. Michael Rouse and Mr. Javier van Engelen, as shareholding members of the Boards, have each irrevocably undertaken to tender their Shares under the Offer and vote in favor of the Resolutions at the EGMs.
Regulatory Clearances
InPost and the Offeror must make certain filings to apply for the Regulatory Clearances required in connection with the Transaction. Regulatory Clearances have already been obtained in the following jurisdictions: China, Israel, Italy, Turkey and Ukraine. For Switzerland and the United Kingdom, the conditions will be satisfied if the relevant authority does not respond or raise further questions prior to satisfaction of all other conditions to closing. InPost and the Offeror are still in the process of obtaining Regulatory Clearances before the European Commission and in Vietnam. These remaining review processes are expected to be completed in H2 2026.
Offer Period
The Offer Period will commence on 26 May 2026 at 09:00 hours CEST and will expire on 27 July 2026 at 17:40 hours CEST, unless the Offer Period is extended in accordance with Section 15 of the Decree and Section 5.7 (Extension of the Offer Period), Section 5.8 (Extension in case of third
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party offer) and/or Section 5.9 (Extension of the Offer Period with an exemption granted by the AFM) of the Offer Memorandum (such period, as it may be extended in accordance with the Merger Agreement, the "Offer Period").
If the Offer is declared unconditional (gestand wordt gedaan) by the Offeror, the Offeror will accept all Tendered Shares not previously validly withdrawn in accordance with the procedures set out in Section 5.4.5 (Withdrawal rights) of the Offer Memorandum.
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 on 29 June 2026 (the "Offer EGM") 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 Offer EGM convening notice will be published in accordance with Luxembourg Law and all convocation materials will be made available in due course on the website of the Company (https://inpost.eu/).
It is envisaged that a second EGM to adopt the Demerger Resolutions will be held after the Offer has been declared unconditional, but with a record date immediately following the Unconditional Date. During this second EGM the shareholders will vote on the resolutions approving the Post-Closing Demerger and Liquidation (the "Demerger Resolutions"). The Demerger Resolutions will be subject to a 75% majority requirement and will be subject to Settlement. By tendering its Shares, each Shareholder grants a power of attorney and instruction to each of the Offeror and the Settlement Agent to vote in favor of the Demerger Resolutions at the second EGM and provides its express irrevocable consent to share its relevant details with each of the Offeror and/or the Settlement Agent.
Offer Memorandum, Position Statement and further information
The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum, which has been published today.
Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum and the Position Statement. In addition, Shareholders may wish to consult with their tax advisers regarding the tax consequences of not tendering their Shares under the Offer.
Digital copies of the Offer Memorandum and the Position Statement are available on the Offeror's website at https://www.consortiumipostoffer.com/ and on InPost's website at https://inpost.eu/. Such websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum.
For more information, please contact:
Press enquiries for InPost
Wojciech Kądzielka,
Spokesman
+48 725 25 09 85
Gabriela Burdach,
Director of Investor Relations
Press enquiries for the Consortium
FGS Global
Charlie Chichester
Rory King
Amanda Healy
Contact details Settlement Agent
ABN AMRO BANK N.V.
Gustav Mahlerlaan 10
1082 PP Amsterdam
The Netherlands
About InPost
InPost (Euronext Amsterdam: INPST) has revolutionised e-commerce parcel delivery in Poland and is now one of Europe's leading out-of-home (OOH) e-commerce enablement platforms. Founded in 1999 by Rafał Brzoska, InPost provides delivery services through a network of over 64,000 Automated Parcel Machines (APMs) and more than 30,000 pick-up and drop-off (PUDO) points across nine European countries: Poland, the United Kingdom, France, Italy, Spain, Portugal, Belgium, the Netherlands and Luxembourg, alongside to-door courier and fulfilment services for e-commerce merchants.
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 Europe, appealing to both consumers and merchants through its flexible, technology-driven solutions.
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, it oversees more than USD $102 billion in assets under management* and has made 448 investments across 44 countries.
Since its founding in 1984, it has developed specialist market expertise across five core sectors: business & financial services, consumer, healthcare, industrial, and technology. This approach is bolstered by its deep sub-sector knowledge, which informs every aspect of its investment strategy, from sourcing opportunities to working in partnership with management to execute value creation plans. Advent brings hands-on operational expertise to enhance and accelerate businesses.
As one of the largest privately-owned partnerships, Advent's 655 colleagues leverage the full ecosystem of its global resources, including the Portfolio Support Group, insights provided by industry expert Operating Partners and Operations Advisors, as well as bespoke tools to support and guide its portfolio companies as they seek to achieve their strategic goals.
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To learn more, visit https://www.adventinternational.com/.
*Assets under management (AUM) as of December 31, 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 $92 billion, the company offers integrated business solutions utilizing its flexible, efficient, and intelligent global network. Consistently ranked among the world's most admired and trusted employers, FedEx inspires its more than 500,000 employees to remain focused on safety, the highest ethical and professional standards and the needs of their customers and communities. FedEx is committed to connecting people and possibilities around the world responsibly and resourcefully, with a goal to achieve carbon-neutral operations by 2040. To learn more, please visit fedex.com/about.
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 12%.
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 EUR 42.6 billion and employs 37,000 people globally (31 December 2025). Learn more about PPF Group on https://www.ppf.eu/en.
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,
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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 United States
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 U.S. shareholders of the Company understand that the Offer and any related offer documents are subject to Dutch disclosure and procedural requirements and Luxembourg corporate law, which are different from those of the United States. U.S. shareholders of the Company are advised that the Company's Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934 (the "Exchange Act"), and is not required to, and does not, file any reports with the Securities and Exchange Commission (the "SEC") thereunder.
The Offer will be made in the United States in compliance with, and in reliance on, the exemption provided by Rule 14d-1(d), known as "Tier II" exemption, under the Exchange Act and otherwise in accordance with the requirements of Dutch law. Accordingly, the Offer will be subject to certain disclosure and other procedural requirements, including with respect to the Offer timetable and settlement procedures that are different from those applicable under U.S. domestic tender offer procedures and laws.
The receipt of cash pursuant to the Offer by a U.S. holder of the Company's Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of the Shares is urged to consult their independent professional advisor immediately regarding the tax consequences of acceptance of the Offer.
It may be difficult for U.S. holders of Shares to enforce any rights and claims arising out of the U.S. federal securities laws, since the Company is located in a country other than the United States, and some or all of its officers and directors may be residents of a country other than the United States. U.S. holders of Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.
Neither the SEC nor any U.S. state securities commission has approved or disapproved or passed judgment upon the merits or fairness of the Transaction or determined whether this press release is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States.