Frequently Asked Questions related to the Offer
On February 9 2026, InPost, Advent, FedEx, A&R and PPF (the “Consortium”) announced agreement on recommended all-cash offer for all issued and outstanding InPost shares at an offer price of EUR 15.60 per share.
The Transaction is expected to complete in H2 2026.
This Q&A has been prepared to provide information for InPost shareholders regarding the recommended offer by the Consortium.
Investors are encouraged to review the full press release for a more comprehensive overview of the offer and its key terms.
The Consortium is offering to purchase InPost shares at EUR 15.60 each (this price includes any upcoming dividend payment). This values 100% of the Shares (the company) at EUR 7.8 billion. This offer provides 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 ecommerce 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.
Following the Consortium’s expression of interest in InPost, a special committee – comprising all non-conflicted members of the Supervisory Board and Management Board – was formed to independently assess all aspects of the proposed transaction and ensure that the interests of the Company and all stakeholders were fully considered. The Boards received financial and legal advice to evaluate the proposed transaction. Following this process, 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 Offering Memorandum draft was duly filed with the AFM in accordance with the planned timeline, shortly prior to the end of Q1 2025. Publication is expected to occur at a later date.
IS Iris Lux Bidco S.à r.l. and InPost agreed on a recommended all-cash Offer of EUR 15.60 (cum dividend) per Share. For more information reference is made to the relevant sections of the Offer Memorandum. The Offer Memorandum can be found on InPost's website (https://inpost.eu/investors/consortiums-offer) and the Offeror's website (https://www.consortiuminpostoffer.com/).
To ensure you receive the proposed Offer Price of EUR 15.60 (cum dividend) per Share. The Offer Price represents a premium of 50% to InPost's closing price per Share on the Undisturbed Reference Date, and offers shareholders significant and immediate de-risked cash value.
You can tender your shares through your investment account at your custodian, bank or stockbroker during the offer period commencing at 09:00 hours CEST on 26 May 2026, expiring at 17:40 hours CEST on 27 July 2026, unless extended.
If the Offer is declared unconditional (ultimately three (3) business days after the closing of the offer period or the postponed closing of the offer period) and you have validly tendered your Shares, you will receive your money shortly thereafter. Payment of the Offer Price in respect of each tendered Share will take place on the settlement date, which will be no later than on the fifth business day after the unconditional date. The Offeror cannot guarantee that shareholders will actually receive the payment within this period from the admitted institution with whom they hold their Shares. For more information reference is made to Section 5 of the Offer Memorandum.
If the Offer is declared unconditional, shareholders who have tendered their Shares under the Offer will be paid the Offer Price in respect of each validly tendered Share, without interest and subject to applicable mandatory withholding Tax payable under applicable Law (if any). No costs will be charged to shareholders by the Offeror or by InPost for the transfer and payment of each tendered Share if an admitted institution is involved. However, shareholders may be charged certain fees by admitted institutions or their custodians, banks or stockbrokers.
Shares tendered prior to the end of the offer period are irrevocable and may not be withdrawn, and will remain subject to the Offer. However, there are specific circumstances under which withdrawal may be permitted. For more information reference is made to Section 5.4.5 of the Offer Memorandum.
The Offeror seeks to acquire 100% (one hundred percent) of the Shares and/or the business and operations of InPost. Therefore, shareholders considering not tendering their Shares under the Offer should carefully review the sections of the Offer Memorandum that further explain the intentions of the Offeror, such as initiating a squeeze-out proceeding or implementing post-closing measures. Should the Offer be declared unconditional, the Offeror and InPost intend to procure the delisting of the Shares on Euronext Amsterdam as soon as possible under applicable rules. This may further adversely affect the liquidity and market value of any Shares not tendered. For more information reference is made to Section 6.14 of the Offer Memorandum.
The offer period can be extended if one or more Offer Conditions have not been satisfied (nor waived). The Offer Conditions are set out in detail in the Offer Memorandum. For more information reference is made to Sections 5.7 – 5.9 of the Offer Memorandum.
If the Offeror declares the Offer unconditional, the Offeror may up to three (3) business days after the unconditional date, publicly announce a post-acceptance period of up to two (2) weeks. Should there be a post-acceptance period, shareholders that did not tender their Shares during the offer period may tender their Shares on the same terms of, and subject to the same conditions and restrictions as, the Offer. For more information reference is made to Section 5.11 of the Offer Memorandum.
Tendering Shares ahead of the EGMs does not exclude a shareholder from the EGMs. You will remain the holder of those shares until the settlement date. Delivery and settlement will only take place after the Offeror has declared the Offer unconditional. By tendering its shares, each shareholder (i) grants a power of attorney and instruction to each of the Offeror and the Settlement Agent to vote in favour of the Demerger Resolutions at the Demerger EGM, and (ii) provides its express irrevocable consent to each admitted institution, and each of such shareholder's custodian(s), bank(s) or stockbroker(s), as applicable, to share the name and address details of such shareholder, the number of shares such shareholder holds and any other relevant details with each of the Offeror and the Settlement Agent.
At the first EGM (the Offer EGM), the Offer will be discussed, information concerning the Transaction will be provided and shareholders will be requested to vote on certain items in relation to the Transaction. The full agenda for the Offer EGM and the explanatory notes thereto can be found on InPost's website under the section Extraordinary General Meetings (https://inpost.eu/investors/consortiums-offer). The second EGM (the Demerger EGM) will be held as soon as possible after the Closing Date (or, if applicable, the Postponed Closing Date or Post-Acceptance Period). At the Demerger EGM, the shareholders may vote on the resolutions related to the Post-Closing Demerger and Liquidation. The full agenda for the Demerger EGM and the explanatory notes thereto will be made available on InPost's website in due course.
If the Offer is declared unconditional, the Offeror and InPost will seek to procure the delisting and the termination of the listing agreement between InPost and Euronext Amsterdam as soon as possible under applicable rules. Reference is made to Sections 6.14.1 and 6.14.2 of the Offer Memorandum.
IS Iris Lux Bidco S.à r.l. (the "Offeror") is a Luxembourg holding company established specifically for the purpose of this Offer. It is ultimately owned by a consortium of four (4) investors: Advent International (37%), FedEx Corporation (37%), A&R (16%), and PPF Group (10%). The Offeror is currently wholly owned by Advent, with the other consortium members joining as shareholders upon settlement.
The Offeror is committed to supporting InPost's existing strategy, including further expansion of its European footprint in France, Spain, Portugal, Italy, Benelux and the UK, as well as continued investment in its consumer-centric mobile offering. 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 Offeror also endorses InPost's current Environmental, Social and Governance principles, policies and goals. The Offeror and InPost believe that private ownership will allow the company to operate more flexibly and efficiently, free from short-term market pressures and the costs associated with a listed company structure.
The Offeror intends to retain the current management board members and employees and has no intention of making material changes to the total workforce as a direct result of the Transactions. The Offeror has committed to respecting the existing rights and benefits of all employees of the InPost Group, including those under individual employment agreements, collective bargaining agreements, pension arrangements and existing social policies. The Offeror has further agreed that InPost will continue to foster a culture of excellence and focus on the health and wellbeing of its employees.
The Offeror can only declare the Offer unconditional if all of the following conditions are satisfied (or waived, where permitted):
- Acceptance threshold: At least 80% of InPost's outstanding share capital has been tendered, held or committed to the Offeror.
- Regulatory clearances: All required competition and regulatory approvals have been obtained in the relevant jurisdictions.
- No material adverse effect: No material adverse change has occurred in InPost's business or financial condition since the date of the Merger Agreement.
- No competing offer: No third-party competing offer has been launched or agreed.
- No board recommendation change: The Boards have not withdrawn or changed their recommendation to accept the Offer.
- No court order: No legal order has been issued that prohibits or materially delays completion of the Transactions.
- No material breach: Neither party has materially breached the Merger Agreement.
- No AFM notification: The Dutch financial regulator (AFM) has not notified that the Offer has been made in conflict with applicable Dutch securities rules.
- Continued trading: Trading in InPost shares has not been permanently suspended on Euronext Amsterdam.
For full details, please refer to Section 6.6.1 of the Offer Memorandum.
If InPost declares or pays any cash or share dividend — or any other distribution — with a record date on or before the settlement date, the Offer Price will be reduced by the full gross amount of that distribution per share (before any withholding tax). Shareholders should factor this into their decision if InPost announces a dividend during the offer period.
If the Offer is declared unconditional but the Offeror holds between 80% and 95% of InPost's shares (meaning a squeeze-out proceeding is not available), the Offeror intends to implement a post-closing demerger and liquidation (the "Post-Closing Demerger and Liquidation"). This is a multi-step corporate restructuring under Luxembourg law:
- Through a legal demerger, all of InPost's assets and liabilities are transferred to a newly formed subsidiary ("SplitCo"), of which InPost will hold all shares.
- The Offeror then purchases all shares in SplitCo at a price equal to EUR 15.60 multiplied by the number of InPost shares.
- InPost — now holding only cash from the SplitCo sale — is then liquidated and distributes the cash to remaining shareholders, with each receiving an amount equal to EUR 15.60 per share (before deduction of any applicable withholding taxes and other costs of the liquidation process).
If the Post-Closing Demerger and Liquidation is implemented, shareholders who did not tender their shares still receive substantially the same EUR 15.60 price, less any applicable withholding taxes and other costs of the liquidation process. Shareholders who tendered at the EGM have granted the Offeror a power of attorney to vote their shares in favour of the Demerger Resolutions. For full details please refer to Section 6.14.5 of the Offer Memorandum.
If the Offer Conditions are not satisfied or waived by the Closing Date, the Offeror may either extend the offer period (by between two (2) and ten weeks (10)) to allow more time for conditions to be met, or terminate the Offer. If the Offer Condition relating to Regulatory Clearances is not satisfied or waived by the Offeror on the Closing Date, the Offeror shall extend the offer period by ten (10) weeks (or such shorter period as the Offeror and InPost reasonably expect necessary to obtain the Regulatory Clearances). If the Offer is terminated, all tendered shares will be returned to shareholders and no payment will be made. Shareholders would then continue to hold their shares in a listed InPost on Euronext Amsterdam.
The tax treatment of tendering your shares will depend on your individual circumstances, country of residence and the nature in which you hold your shares. No Luxembourg dividend withholding tax will be deducted by the Offeror from the Offer Price paid to shareholders. However, gains realised on the sale of your shares may be subject to income or capital gains tax in your country of residence. Shareholders are strongly advised to consult their own independent tax adviser before deciding whether to accept the Offer. For a more detailed overview of the Luxembourg tax position for resident and non-resident shareholders, please refer Section 10 of the Offer Memorandum.
To manage potential conflicts of interest, the Company established a special committee (the "Special Committee") composed exclusively of non-conflicted members of the Boards — being Mr. Pretorius, Mrs. Bax, Ms. Dziewguć, Mr. van Engelen and Mr. Rouse — to consider all aspects of the potential Transaction and ensure the interests of all stakeholders were duly taken into account. Management board member Mr. Rafał Brzoska was excluded from the Special Committee and from all management board discussions on the Transactions, as he may have a (potential) conflict of interest as founder of and a minority shareholder in A&R. Supervisory board members Mr. Stoessel, Mr. Sen and Mr. Harrer were similarly excluded due to their affiliations with Consortium members (PPF Group and Advent International respectively), and Mr. Huep was excluded to avoid any perception of conflict arising from a prior affiliation with Advent International. The conflicted members of the Boards were not involved in any negotiations or discussions with the Consortium or the Offeror during the negotiation period.
The Special Committee was formed immediately upon receipt of the first proposal on 20 November 2025 and comprised all non-conflicted members of the Boards. Its composition was determined by a process of exclusion: board members were identified as conflicted, or potentially perceived as conflicted, on account of shareholding or (prior) affiliation relationships with Consortium members, and those members were excluded, leaving Mr. Pretorius, Mrs. Bax, Ms. Dziewguć, Mr. van Engelen and Mr. Rouse as the Special Committee members.
A detailed overview of the decision-making process is included in section 3 of the Company's Position Statement which is available on our website.
Yes. The obtaining of "Regulatory Clearances" — which includes applicable competition/antitrust approvals — remains an Offer Condition that must be satisfied or waived (where permitted) before the Offeror may declare the Offer unconditional. Regulatory Clearances have already been obtained in the following jurisdictions: China, Israel, Italy, Switzerland, Turkey, Ukraine, the United Kingdom. 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. For more information, please refer to Section 6.6.5 of the Offer Memorandum.
If, following settlement (and any post-acceptance period), the Offeror and its affiliates hold at least 95% of the capital carrying voting rights and 95% of the voting rights in the Company, the Offeror may require the transfer of the Shares held by the remaining Shareholders to the Offeror as further set out in Section 6.14.4 of the Offer Memorandum.
Consortium composition and ownership structure post-settlement
Post-Settlement, the Consortium will be structured with Advent holding 37%, FedEx holding 37%, A&R holding 16% and PPF holding 10%.
| Advent International | 37% | One of the most experienced private equity firms, headquartered Boston, Massachusetts. |
| FedEx Corporation | 37% | Global leader in transportation, logistics, ecommerce, and business services. |
| A&R Investments | 16% | A company founded by Rafał Brzoska. |
| PPF Group | 10% | Privately-owned Czech investment holding. |