bpost makes "final and improved proposal" to PostNL

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bpost has made a “final and improved proposal” to PostNL for the merger of the two companies.

In a statement sent to Post&Parcel last night (30 November), bpost said that it has increased its offer price with €0.376 in cash per PostNL share, representing a total amount in cash of €167m.

This means the increased offer price now amounts to €3.201 in cash and 0.1202 shares bpost per share PostNL. This amounts to €5.75 per share PostNL.

bpost also acknowledged that “that there is a need for additional reassurance that the values and culture of PostNL and the interests of its Dutch stakeholders will be safeguarded”. The Belgian company said that this will “offer this reassurance” by means of four further amendments to the governance of the combined company and PostNL.

These amendments are:

Limitation of representatives in the Board of the Combination
bpost is proposing that a provision in the articles of association for the combined company which would stat that shareholders with an equity interest above a certain threshold (for example, 15%) “will have a nomination right for a number of directors proportional to their equity interest, with a maximum of one third of the directors”.

According to bpost, this will address PostNL’s concerns about too much involvement from the Belgian State because: “This will ensure, firstly, that if the Belgian State’s equity interest falls below a certain threshold, the Belgian State’s nomination rights will be reduced accordingly, and secondly, that the Belgian State cannot nominate more than three of the ten members of the Board of the Combination.”

Equal number of directors in the Board of the Combination
“As long as the Belgian State has the right to nominate one or more members of the Board, a Dutch foundation will be entitled to nominate an equal number of members,” said bpost. “In doing so, the foundation will watch over the observance of the interests of the Dutch stakeholders.”

Qualified majority in the Board of the Combination
“There will be a special majority requirement of 75% for a number of decisions of the Board of the Combination that are of significant institutional or strategic importance,” proposed bpost. “This will allow the three directors nominated by PostNL to block that such a majority will be achieved.”

Expansion of the Supervisory Board of PostNL
According to bpost: “For a period of at least four years from the start of the Combination, the Supervisory Board of PostNL will have eight members. Of those eight members, two independent members will be appointed upon nomination by PostNL, two upon nomination by the works council of PostNL, and four upon nomination by bpost, including the chairman who will have a casting vote if votes are tied. However, the basic premise of decision-making will be that resolutions are adopted by consensus, as is customary in the Netherlands. The proposed expansion of the Supervisory Board will result in an even better safeguarding of the Dutch interests.”



UPDATE (ALSO ON 1 DECEMBER 2016)

PostNL has confirmed that it has received notice of bpost’s new offer and that its Boards are reviewing it.

In a statement posted on its website, PostNL said: “The Supervisory Board and Board of Management of PostNL are reviewing and considering bpost’s revised conditional offer, acting in accordance with their fiduciary duties. In doing so, they will carefully consider the interests of all of PostNL’s stakeholders.

“PostNL will inform the market further if and when required.”

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PostNL rejects revised Bpost buyout proposal

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PostNL N.V. PNL on Wednesday rejected Belgian postal service Bpost SA's (BPOST.BT) roughly $2.73 billion revised final proposal to buy the company, saying it believed the combination wouldn't be successful and would be likely to trigger regulatory changes.

PostNL cited Belgian state influence and a "complicated" governance structure at various corporate levels for its belief, saying those factors would make a combined company "inefficient and not agile to respond to its challenges."

It added that there were several important government decisions due on the Dutch postal market that would be crucial to PostNL's profitability. "This makes the general political stance towards PostNL a critical factor for the boards to consider," it said.



Bpost raised its offer for the Dutch mail firm on Nov. 30 to 3.201 euros and 0.1202 Bpost shares per PostNL share, resulting in a value of about 5.75 Euros ($6.17) a share. Its previous offer was EUR2.825 and 0.1202 shares, valued at about EUR5.40.


PostNL had already rejected the earlier offer, which was announced on Nov. 7.

The companies in May broke off talks about a potential merger, which would have created one of Europe's largest publicly traded postal companies. The postal sector in Europe is suffering from declining mail volume, though it is experiencing rapid growth in parcel delivery as more customers shop for goods online.

Bpost is smaller than PostNL in revenue terms and employees but is more profitable. Its market value of roughly 4.4 billion euros is more than double that of its Dutch rival.

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Bpost drops quest for PostNL after Dutch firm said no

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Belgian postal company Bpost decided on Wednesday evening not to pursue its attempt to acquire its Dutch counterpart PostNL.

Bpost said its final €2.7b offer was pointless due to heavy opposition from the Netherlands, the Financieele Dagblad reported on Thursday.

Bpost started its takeover attempt on 6 November when it made a €5.65 per share bid for PostNL which was refused. Eventually on 30 November Bpost came out with its ‘best and final offer’ of €5.75 per share which was coupled with assurances designed to alleviate Dutch concerns about the role of the Belgian government in the merged company.

On Wednesday PostNL firmly rejected this offer. And its CEO Herna Verhagen once again voiced concerns about the role of the Belgian government. The Belgian state now has a 50.1% holding in Bpost which would be reduced to 40% if the takeover had succeeded. PostNL’s position found wide support among Dutch politicians. ‘I think this is the right course,’ economic affairs minister Henk Kamp said. He had been very critical of the bid over the past month, calling it a ‘step backward’.

A majority of MPs also took this stance, sources told the FD.

Interference

Dutch political interference did not go down well in Belgium, however. ‘I experienced more political interference from the Dutch in a single weekend than I did from the Belgian government in my whole career,’

Bpost Koen van Gerven told Belgian financial paper De Tijd. ‘We discussed the logic of the deal with Kamp last August,’ Van Gerven said. But Kamp told parliament on Monday that no one from Bpost or the Belgian government had contacted him. A number of shareholders in PostNL may be considering calling an extraordinary shareholders’ meeting to discuss the future of PostNL, the FD said. The majority of the concern is held by American and British investors.