Consortium targets full ownership of InPost in planned 2026 takeover

Funds managed by Advent International, FedEx, A&R Investments and PPF Group have reached a conditional agreement with InPost on a recommended all cash public offer to acquire all issued and outstanding shares of the parcel locker operator at €15.60 per share. The offer values InPost at about €7.8 billion and is expected to be completed in the second half of 2026, subject to shareholder approval and regulatory clearances.

The consortium said the transaction will support InPost’s expansion across Europe and strengthen its position in out-of-home delivery and automated parcel locker services. Under the agreement, Advent and FedEx will each hold 37 per cent of the consortium, A&R will hold 16 per cent and PPF will hold 10 per cent after settlement. PPF will sell its current stake and reinvest part of the proceeds into the consortium. InPost will continue to operate under its existing brand with its headquarters in Poland and CEO Rafał Brzoska remaining in charge.

The offer price represents a premium of 50 per cent to the undisturbed share price on January 2, 2026, and more than 50 per cent to recent volume-weighted average prices. Shareholders representing about 48 per cent of the company’s shares have already provided irrevocable undertakings to tender their holdings, according to the companies.

InPost’s Supervisory Board Chair Hein Pretorius said, “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 realise 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 having a long-term perspective on value creation and fully endorsing 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.”

InPost said it has expanded its automated locker network across Western Europe after building its base in Poland, with parcel volumes quadrupling between 2020 and 2025. The company operates about 61,000 parcel lockers and continues to expand pickup and drop-off locations alongside doorstep delivery services. The consortium plans to support further expansion in France, Spain, Portugal, Italy, Benelux and the UK, while investing in digital consumer services.

Brzoska said, “Building on our success in Poland, this transaction will support our next phase of growth as we continue to grow across Europe. By partnering with the long-term financial and strategic investors of the Consortium who know our business and the industry well, we benefit from the expertise, stability and resources needed to capitalise on the strong tailwinds, including increasing e-commerce penetration, rising consumer demand for speed and convenience and the shift towards more sustainable delivery solutions.”

Advent and FedEx said the partnership combines financial investment with logistics expertise and access to a global network. The companies added that FedEx and InPost will remain independent competitors while entering arm’s-length commercial agreements after completion to connect FedEx’s global network with InPost’s last-mile delivery capabilities.

Ranjan Sen, Managing Partner at Advent, said: “InPost is transforming the European e-commerce landscape, and we are excited to form this strategic partnership with FedEx 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.”

Raj Subramaniam, CEO of FedEx, said, “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.”

PPF Co CEO Didier Stoessel said, “Since our initial investment in InPost almost three years ago, we have committed to helping the company realise 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.”

The boards of InPost formed a special committee to review the proposal with external advisers and received fairness opinions from J.P. Morgan Securities and Banco Santander, which concluded the offer price is fair from a financial point of view. The boards unanimously recommended that shareholders tender their shares once the offer is launched.

The consortium has secured equity commitments of about €5,918 million and committed debt financing of up to €4,950 million to fund the transaction. Following settlement, the offeror may pursue a squeeze-out if it reaches at least 95 per cent ownership, or a post-closing demerger and liquidation if it holds at least 80 per cent but less than 95 per cent.

The offer memorandum is expected to be published in the second quarter of 2026, after approval from the Dutch Authority for the Financial Markets. Two extraordinary general meetings will be held for shareholders to vote on governance changes and potential restructuring steps linked to the transaction.