Advent International and a co-investor increase prices of tender offer for shares of Integer.pl S.A. and InPost S.A.
Warsaw, 11 April 2017: AI Prime (Luxemburg), Bidco S.a r.l. (“AIP”), a company wholly owned by funds managed by Advent International (“Advent”), one of the largest and most experienced global private equity investors, and Rafal Brzoska (together with AIP, “tenderers”), have increased the prices of their tender offers: for Integer.pl S.A. (“Integer”) to PLN 49.00 per share and for InPost S.A. to PLN 11.00 per share. Under the tender offer AIP intends to acquire 100 % of the companies’ shares.
Following the increase, the Integer price per share being offered represents:
- A premium of 19.2% compared with the previous offered price in the tender offer.
- A premium of 8.9% compared with the last trading day before the price increase.
- A 26.3% premium to the three-month daily volume weighted average price for the period before the tender offer announcement date.
- A 44.5% premium to the six-month daily volume weighted average price for the period before the tender offer announcement date.
InPost’s price per share being offered now represents:
- A premium of 15.8% compared with the previous offered price in the tender offer.
- A premium of 10.8% compared with the last trading day before the price increase.
- A 16.6% premium to the three-month daily volume weighted average price for the period before the tender offer announcement date.
- A 28.5% premium to the six-month daily volume weighted average price for the period before the tender offer announcement date.
At the same time, tenderers have decided to extend the subscription period to April 21st for Integer’s shares (previously 19th) and to April 24th for InPost’s shares (previously 20th).
Peter Nachtnebel, Director at Advent International, said:
“Our assessment of the condition and needs of Integer has not changed – the Group urgently requires significant resources to repay its debts and sustain its current operations, as well as large investments to restore its profitability in the near future. However, following conversations with shareholders of Integer and InPost, we have decided to make this final increase in the price of our tender offer. In our opinion it reflects compelling value for the business and is our final offer. The transaction will be completed only if delisting of the Group will be possible, allowing its further development as a private company.”
The Integer Group is facing significant challenges related to the high level of near-term debt repayments, liquidity constraints and working capital requirements. As part of the deal Advent has committed to refinancing the Group’s liabilities toward its bondholders and banks to the level of approximately PLN 170 million. Advent also intends to re-organise the Group and finance the appropriate capital structure to return the business to a solid financial footing.
The tenderers consider their offers full and final and do not intend to make any additional changes to the offer prices of PLN 49.00 per Integer share and PLN 11.00 per InPost share. The increased offers priced above the required regulatory levels of six and three months averages, take into account the Group’s current fundamentals, financial standing, and present market conditions.
Retail clients can place their offers for the sale of both companies’ shares at the branches of Bank Zachodni WBK SA, offices of the Brokerage House of the Bank Ochrony Środowiska S.A. All information is accessible through www.wezwanie-integer-inpost.pl
About Advent International
Founded in 1984, Advent International is one of the largest and most experienced global private equity investors. The firm has invested in more than 320 private equity transactions in 40 countries and, as of 30 September 2016, it had $42 billion in assets under management. With offices on four continents, Advent has established a globally integrated team of over 190 investment professionals across North America, Europe, Latin America and Asia. The firm focuses on investments in five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecom. After more than 30 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for its portfolio companies. Advent has been active in Poland for more than 20 years and is committed to supporting and creating value in companies in the Polish market.
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About Integer.pl and InPost
Integer.pl S.A. operations include the production and sale of parcel lockers, parcel holding services and management of the Group’s divisions. The company Integer.pl S.A. has been listed on the Warsaw Stock Exchange since 2007. InPost S.A. is a business owned by the Integer.pl Group. InPost S.A. provides services for the e-commerce sector and logistics services for the delivery of parcels and courier APM’s. InPost S.A.’s debut on the Warsaw Stock Exchange was in October 2015.
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