History is repeating itself...InPost take private at 15.6€ per share

InPost shares opened at +13% today after the company announced its take private by a Consortium (from now on the buyers) of FedEx (will get 37%), Advent (37%), InPosts founder (16%) and PPF (10%). In a recent article (which I’ll now make free to read) I valued InPost after the first take over rumors and arrived at the conclusion that it’s significantly undervalued still against its growth and profitability potential. The company is taking out right as their margins are inflicting following the integration of Yodel and continued growth in all regions. Really it’s a shame. This is only the second time one of my companies got acquired, after Stemmer Imaging in 2023, again at a premium around 50%.

The transaction

15.6€ per share represents a 50%~ premium on the last months of trading, but takes the company out well below its IPO. The exact same thing happened in 2017, when InPost got taken off the Polish exchange after just two years as a public company. To be fair, this time it is just 20% below IPO price and not 60% like the first time…but it sucks for long term investors in the company. I was fortunate to invest at the lows and got an amazing IRR in a short time.

The buyers own around 48% of shares outstanding. To get a deal done the following scenarios exist:

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”).

This means if they manage to buy between 80-95% of shares they can not do a normal squeeze out. They’ll create a splitco and move the operating business there. The listed InPost is then just a shell company, which sells the operating business to the consortium and shareholders get the 15.6€ out.

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”).

If they get above 95% then they can do a squeeze out and just take the shares. Both scenarios wouldn’t enable a higher bid for shareholders that refuse to sell.

There is however some optionality here: If a competing offer for at least 80% of shares is at least 10% higher (>17.16€) then the tender offer, then the Consortium can match the offer. So in case a large buyer like Amazon wants to step in, now would be the time (fingers crossed, but I’m not optimistic).

The tender period will be until the end of 2026. I guess it is time to say good bye as it does not seem like there is a strong likelihood of a higher deal. I started buying InPost on 3rd November 2025 and have a cost base of 10.49€, so my IRR is amazing (it’s my largest position right now), but I would’ve preferred to realize the long term potential of the company.

Below is the valuation I used for InPost. 15.6€ is in bear case territory and misses the massive upside of the business.

I struggled with my currently high concentration in software and payment stocks and want to increase diversification from those sectors….this deal really does not help here. Time to go looking for a new investment opportunity.