(Adds detail, background, political context)
By Toby Sterling
AMSTERDAM, Dec 1 (Reuters) - 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 billion).
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 the country.
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 fiduciary duties”.
“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