Acquiring a postal service provider: RTR notification and licence status before closing

The first question is which specific service the target company provides to third parties. Section 25(1) PMG refers to the intended provision of a postal service. For due diligence, the company name and a general trade description are therefore not enough. The review must identify item types, senders and recipients, transport steps performed by the company, technology and operational organisation.

Notification must be made before the service starts. The same applies before a change to the operation and before its discontinuation. A business acquisition can affect several of these points: the buyer may change the service range, close a location, reorganise fulfilment or transfer the service to another legal entity. Each step requires its own timing review.

Section 25(2) PMG also provides for publication of the list of notified postal services and postal service providers by the regulatory authority. The transaction review should therefore compare the notified service and listed provider with the intended operating model. A register comparison does not replace the substantive review of the business.

Notification under section 25(1) PMG must be made in writing. It must state the type of service and its technical and operational characteristics. For the transaction, the service description in the data room, the agreement and the notification should describe the same operation. A general term such as logistics will usually not answer the statutory question.

For an initial start, the relevant point is before the service begins. For a change, the focus is the concrete alteration to the operation. This may concern technical fulfilment, operational organisation or the service range. Where the business is discontinued, notification must also be reviewed before the operation ends.

The notification duty belongs to the postal service provider. In an asset acquisition, it is therefore particularly important to determine whether the buyer starts its own service or whether an existing operating structure is intended to continue. In a share acquisition, the company remains the legal operator, but a changed operation may still trigger notification. Sections 25 and 26 PMG do not create a general exemption based on the transaction form.

Section 26(1) PMG covers the commercial carriage of letters for third parties up to a weight of 50 g. The review must therefore identify the item and the company's role in transporting it. The decisive question is whether the service is provided commercially for third parties, not how the service is described in marketing material.

The licence requirement stands alongside the notification duty. A provider of this service must keep the two levels separate: section 25 PMG concerns notification and operational changes, while section 26(1) PMG concerns the licence. A notification therefore does not answer whether a licence is also required.

Section 25(3) PMG also provides that section 26 does not apply to providers of courier services. The transaction review must therefore first establish whether the specific service falls within that classification. Calling a service a courier service is not enough; the statutory features and the actual operation remain decisive.

Section 26(2) PMG exempts the universal service provider from the licence and treats it as the operator of a licensed postal service. This special rule must be tied to the facts of the target company. It cannot be transferred to other postal service providers without a factual basis.

In a share acquisition, the ownership of the company providing the postal service changes. The company remains the legal operator. The review must nevertheless establish whether the operation, its technical or operational characteristics or its service range will change. Notification under section 25 PMG may be linked to that operational change.

In an asset acquisition, the buyer may transfer customer contracts, operating assets and the postal service to another legal entity. The PMG review then focuses on the future provider structure. The provisions examined in sections 25 and 26 PMG do not give a blanket rule that a notification or licence automatically transfers to the buyer. The intended completion therefore requires a concrete authority and operating review.

The agreement should describe the postal service, item types, weight limits, customers, technical features and responsibilities. Open notification or licence questions need a clear completion mechanism. The article on the comparison of share and asset acquisitions addresses the general transaction form; this article focuses on its specific PMG implications.

The data room should first contain the service description and operating organisation. Record the item types, weight ranges, customers, transport steps performed by the target and the technical and operational characteristics. These facts form the basis for the classification under sections 25 and 26 PMG.

Collect the existing notification, its legal operator and the correspondence with the regulatory authority. For a service involving letters up to 50 g, document whether an exemption is relied on and how the actual process supports it. For direct advertising, review personal addressing, the open and unsealed format and the absence of further individualisation besides the address.

The completion plan must allocate responsibility and timing. The agreement can state which party prepares the notification, which party supplies the documents and how an open licence issue affects completion. The general article on planning closing conditions should be supplemented by the specific PMG review.