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

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) values 100% of the Shares at EUR 7.8 billion, providing immediate and certain value for InPost’s shareholders with a highly attractive offer premium of 50% to the Undisturbed Share Price on 2 January 2026 and 53% 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 EUR 15.60 (cum dividend) per share.

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 37%, FedEx holding 37%, A&R holding 16% and PPF holding 10%. PPF will tender the entirety of its stake in support of the Transaction and will reinvest a part of the proceeds to become a 10% shareholder in the Consortium. InPost will continue to operate as a standalone company, bringing together a proven and visionary founder and long-term, experienced financial and strategic investors in the sector. The business operations will be maintained in their current form, and the head office remains in Poland.

Building on the strength of its position as an innovative out-of-home delivery enabler in Poland, InPost has expanded successfully into Western Europe, quadrupling parcel volumes between 2020 and 2025. With a network of 61,000 automated parcel lockers, combined with pick-up and drop-off (PUDO) locations and fast and flexible doorstep delivery options, there is a clear path to significantly grow InPost’s out-of-home network and extend its reach to consumers across Europe. InPost also benefits from strong tailwinds in the European delivery market, including rising consumer demand for speed and convenience, attractive pricing for merchants, and the shift towards more sustainable technology enabled delivery 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 largest e-commerce market in Europe. The Consortium will also support InPost’s ongoing initiatives to redefine the European e-commerce sector by deepening partnerships across the value chain, including continued investment in its consumer-centric mobile offering.

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 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 capitalize on the strong tailwinds including increasing e-commerce penetration, rising consumer demand for speed and convenience and the shift towards more sustainable delivery solutions. Together, we will strengthen our network and reach more consumers with enhanced fast and flexible delivery options as we continue our objective of redefining the European e-commerce sector. I remain fully committed to leading InPost in the years ahead. Our headquarters, our brand, business management and the core of our innovation capabilities will remain in Poland, which continues to be the blueprint for our successful strategy. With the support of our partners, I believe we can unlock InPost’s full potential and further grow our position as an e-commerce enabler in Western Europe.”

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 EUR 15.60 for each validly tendered Share. The offer price values all issued and outstanding shares of InPost (“Shares”) at approximately EUR 7.8 billion and delivers an immediate, certain and compelling valuation to the shareholders of the Company.

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 of EUR 10.4;
• 55% to the 1-month volume-weighted average share price up to and including 2 January 2026 of EUR 10.1;
• 53% to the 3-months volume-weighted average share price up to and including 2 January 2026 of EUR 10.2; and
• 43% to the 6-months volume-weighted average share price up to and including 2 January 2026 of EUR 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 37%, FedEx holding 37%, A&R holding 16% and PPF holding 10% of the shares in (the indirect sole shareholder of) the Offeror entity upon settlement of the Offer (“Settlement”). PPF will tender all of its Shares under the offer and will subsequently reinvest part of its proceeds in exchange for a 10% indirect equity stake in (the indirect sole shareholder of) the Offeror upon Settlement.

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 5.9% of the Shares in the Company and Advent Global Opportunities Master Limited Partnership, who holds approximately 0.6% of the Shares in the Company, have each irrevocably undertaken to tender their Shares into the Offer, subject to the Offer being made and other customary conditions, and vote all those Shares in favor of the Resolutions (as defined below). In total, approximately 48% of the Shares in the Company have been irrevocably committed to be tendered in the Offer.

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 EUR 5,918 million is to be provided by Advent, FedEx, A&R and PPF, which is secured through binding equity commitments. The Offeror has secured committed debt financing from a consortium of reputable financial institutions for an aggregate amount of up to EUR 4,950 million (which will be reduced if any existing financing of InPost (or any portion thereof) remains in place) comprising senior term facilities (to be denominated in EUR and PLN), senior secured bridge facilities and a multi-currency revolving credit facility, which is fully committed on a ‘certain funds’ basis. The Offeror has no reason to believe that any conditions to the equity financing or the debt financing to be satisfied by the Offeror will not be fulfilled on or prior to Settlement. From the aggregate debt commitment amount and equity commitment amount pursuant to the arranged equity financing and debt financing, the Offeror will be able to fund the acquisition of the Shares under the Offer and the Squeeze-Out Proceedings (as defined below) (if implemented), the purchase price under the Post-Closing Demerger and Liquidation (as defined below) (if implemented) and the payment of fees and expenses related to the Offer. It is envisaged that (part of) the current financing arrangements of InPost will be refinanced as a result of the Transaction.

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 100% of the Shares (or 100% of the businesses of the Group). Both InPost and the Offeror believe that private ownership will allow InPost to operate more efficiently and will increase its ability to achieve its goals and implement its strategy, while removing costs related to listing requirements and dependency on market expectations driven by short-term performance outlook and periodic reporting. Furthermore, a private setting increases the ability to achieve and implement a more flexible and efficient capital structure.

If, after Settlement or settlement of the Shares tendered during the post-acceptance period (if applicable), the Offeror holds at least 80%, but less than 95% of the Shares, the Offeror and the Company have agreed to execute a post-closing demerger whereby the Company (a) at the occasion of a legal demerger, will incorporate a subsidiary (“Company Splitco”) to which the Company transfers its business and (b) subsequently will sell its shares in Company Splitco to the Offeror ((a) and (b) together, the “Demerger Share Sale”), (c) following which the Company is liquidated ((a), (b) and (c) together, the “Post-Closing Demerger and Liquidation”).

If the Offeror holds at least 95% of the Shares after Settlement or settlement of the Shares tendered during the post-acceptance period (if applicable), the Offeror shall commence statutory squeeze-out proceedings to obtain 100% of the Shares (the “Squeeze-Out Proceedings”).

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”).

Contacts

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 Chichester
Rory King        
Amanda Healy        
Consortium-Offer@fgsglobal.com

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