Belgian postal operator bpost has made a ‘final and improved proposal’ for a merger with PostNL.

In a statement bpost has said that it has increased its offer price to €0.376 in cash per share representing a total cash value of €167 million.

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.

The amendments are:

There will be a limitation of representatives in the Board of the Combination.

In addition bpost proposes that a provision in the articles of association for the combined company which would state 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.”

There will be an 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.”

With regards 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.”

In regard the 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.”

The PostNL Boards will now have to decide as to the outcome. Their seeing bpost knocking at their door next year if rejected this time is a likelihood since bpost has tried twice this year already…

 
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