Advent International and a co-investor launch tender offers for 100% of Integer.pl S.A. and InPost S.A.

February 24, 2017, Warsaw – AI Prime (Luxembourg) 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 Rafał Brzoska (together with AIP, “Tenderers”), today announced a tender offer, whereby AIP offers to acquire all shares of Integer.pl S.A., a Polish group operating a network of automated parcel machines (“APMs” or “parcel lockers”) and courier services. The proposed offer for the Integer.pl S.A. (“Integer.pl”) shares is PLN 41.10 per share. Simultaneously, the Tenderers also announced a tender offer for the sale of all shares of InPost S.A. (“InPost”), a subsidiary of Integer.pl S.A.. The InPost shares are to be acquired by AIP. The proposed offer for the InPost S.A. shares is PLN 9.50 per share. The Tenderers and certain other parties have signed an investment agreement with the intention of the parties acquiring 100% of the shares of Integer.pl and InPost in order to take the whole group private and secure the future of the business and its operations. Both tender offers will be financed solely by Advent.

The Integer Group has expanded rapidly in recent years and now faces liquidity constraints given its working capital requirements and near-term debt repayments. The immediate objectives of this transaction are to take both companies in the Group private, refinance the Group’s obligations to its lenders, re-organise the Group and finance the appropriate capital structure to return the business to a solid financial footing. Advent, as part of this transaction, has committed PLN 170 million to refinance the Group´s current outstanding debt obligations.

Over the longer-term, Advent believes Integer can develop into a profitable Group, with a best-in-class customer service proposition and an unparalleled network of parcel lockers close to every doorstep in Poland. Achieving that ambition will require material new investment and Advent is providing around PLN 500 million of new capital for the Group to support this and to service its financial indebtedness. Advent will also leverage its long track record of supporting international B2B and B2C services businesses, to support the Company as it looks to build and strengthen its presence in international markets.

Under the terms of the investment agreement, Integer.pl founder Rafał Brzoska will continue as CEO and be required to exchange his entire existing shareholding for shares in a holding company of the Group, remaining co-invested as a minority shareholder until the point of Advent’s exit. All other shareholders of Integer.pl and InPost, who sell their shares in the tender offers, will receive the proposed price in cash for their respective shares. The investment agreement also includes a commitment from minority shareholders in EasyPack sp. z o.o. (“EasyPack“), a further subsidiary of Integer.pl, to exchange their shares in EasyPack for shares in a holding company of the Group.

This offer represents a premium of 19% compared to the undisturbed Integer.pl share price as at market close 2nd August 2016, the day Integer.pl announced a review of its strategic options and the point at which the market started to price in a potential M&A transaction. According to Advent, the offer price represents a premium valuation of Integer.pl and InPost shares (also priced above the regulatory required levels of six and three month averages) taking into account Integer.pl and InPost’s current fundamentals, financial standing and present market conditions.

Summary for Integer.pl

  • The subject of the Offer is 5,435,833 shares of Integer.pl (WSE: ITG), conferring the right to 70.01% votes at the General Shareholders’ Meeting, to be acquired by AIP.
  • Rafał Brzoska currently holds, directly and indirectly, 2,328,384 shares corresponding to 29.99% of Interger.pl SA’s share capital.
  • The price offered for the shares is PLN 41.10 per share, valuing the equity of Integer.pl at c. PLN 319.1 million, and represents:
  • Premium of 19% compared to the undisturbed share price as at market close 2nd August 2016, (34.50 PLN per share on the closing), the day the company announced a review of its strategic options.
  • Premium of 21% compared to the volume weighted average market price of the shares during the six month period directly preceding the date of announcement of the Offer of PLN 33.92.
  • Premium of 6% compared to the volume weighted average market price of the shares during the three month period directly preceding the date of announcement of the Offer of PLN 38.81.
  • The acceptance period for the Offer is expected to run from 16th March 2017 through to and including 19th April 2017.
  • The Offer is conditional upon obtaining the approval of the antitrust authorities and reaching the minimum acceptance threshold indicated below.
  • The minimum threshold of the tender offer is 90% of Integer.pl shares, following the achievement of which, the Tenderers intend to delist the company.
  • If the Tenderers become the owners of 90% or more of the shares in the company, then their intention will be to conduct a compulsory squeeze out of the minority shareholders.

Summary for InPost

  • The subject of the Offer is 11,558,000 shares of InPost (WSE: IPT), conferring the right to all votes at the General Shareholders’ Meeting.
  • Integer, directly and via one of its subsidiaries, Interger.pl Inwestycje sp. z o.o. currently holds 6,703,640 shares representing 58% of InPost’s share capital.
  • The price offered for the shares is PLN 9.50 per share, valuing the equity of InPost at c. PLN 109.8 million, and represents:
  • Premium of 11% compared to the volume weighted average market price of the shares during the six month period directly preceding the date of announcement of the Offer of PLN 8.56.
  • Premium of 1% compared to the volume weighted average market price of the shares during the three month period directly preceding the date of announcement of the Offer of PLN 9.43.
  • The acceptance period for the Offer is expected to run from 16th March 2017 through to and including 20th April 2017.
  • The Offer is conditional upon obtaining the approval of the antitrust authorities.
  • The Offer is conditional upon reaching 90% of InPost’s shares, following the achievement of which, the Tenderers intend to delist the company.
  • If the Tenderers become the direct and indirect owners of 90% or more of the shares in the company, then their intention will be to conduct a compulsory buyout of the minority shareholders.
  • The tender offer for InPost is conditional upon the success of the Integer.pl tender offer.

Commenting on today’s announcement, Peter Nachtnebel, Director at Advent International, said: Rafał Brzoska and his team have built a great business in Poland and with the courier service market set for continued expansion fuelled by e-commerce growth, we believe real potential for the business lies ahead.

However, due to the company’s rapid expansion, growth trajectory and its loss-making international operations, the capital structure as it stands is no longer appropriate for the business. In order to be profitable and continue to meet increasing customer expectations, the business needs significant investment in its operations and to build scale as well as a simplification of the Group structure. Without this, it will not grow. Given the Company’s need to refinance its debts and its requirement for substantial fresh capital, neither of which is possible without this transaction, this offer delivers the best outcome for the Company and an exit for existing shareholders at a fair price.”

Commenting on the transaction, Rafał Brzoska, Integer.pl founder, said: “The recent strategic review of Integer group’s business identified a number of material operational issues and highlighted the need to adapt rapidly to changing market requirements. Integer Group needs a strong, experienced and knowledgeable partner in order to continue its success story in Poland and support the business in international markets. I am convinced that we have found that in Advent.”

Advisors

  • The tender offer is managed by BZ WBK S.A., who acted also as a financial advisor.
  • Clifford Chance Warsaw act as a legal advisor to Advent International.
  • Point of View Business Communication Consultancy act as communication advisor.

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