(Adds detail, background, political context)
By Toby Sterling
AMSTERDAM Dec 1 Belgian postal company Bpost SA
has made its third and what it said was its final
offer for Dutch rival PostNL NV, sweetening the
proposed cash and shares deal to 2.54 billion euros ($2.7
The improved 5.75 euros per share offer represents a premium
of nearly 24 percent over PostNL's closing price on Wednesday of
4.65 euros. The shares traded as low as 3.29 euros in July,
before Bpost's interest emerged.
PostNL has rejected previous advances by Bpost, criticising
a lack of "compelling value", and Dutch Economic Affairs
Minister Henk Kamp publicly opposed a deal because the Belgian
state holds a 51 percent stake in Bpost.
The Netherlands privatised PostNL more than a decade ago,
though it retains the obligation to deliver mail to all parts of
Bpost sought to address political concerns in its new offer,
which would reduce the Belgian state's stake to a minority of
about 40 percent. It also said it would restrict the proportion
of management positions the state can appoint to one third, with
Bpost and PostNL each appointing an equal number of managers to
the combined companies' boards.
Several large PostNL investors, including Dutch tycoon John
de Mol and Belgian fund Capfi Delen, have called on the company
to drop its blunt opposition to any deal with Bpost and for
managers to meet for serious talks.
Reacting to the latest offer, PostNL noted that it remains
conditional but said that the Dutch company's supervisory and
management board were reviewing it "in accordance with their
"In doing so, they will carefully consider the interests of
all of PostNL's stakeholders," the company said.
Bpost's latest offer says that it would give several
guarantees in addition to the offer itself, which is for 3.201
euros in cash and 0.1202 Bpost shares per PostNL share.
The Belgian company said it would ensure that PostNL will
remain adequately financed and guarantee employee pensions.
Bpost added that it is willing to take on any regulatory
risks related to the deal, including approval by European
authorities and a continuing examination by the Netherlands'
Authority for Consumers & Markets (AFM) into PostNL's dominance
on the Dutch market for 24-hour business mail.
($1 = 0.9414 euros)
(Additional reporting by Rama Venkat Raman in Bengaluru.
Editing by David Goodman)