bpost makes “final and improved proposal” to PostNL

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.”