The offer launched on 100% of Tim “marks a milestone in the strategy long-term commitment of Poste as a platform and a decisive step in strengthening our role as a key enabler of Italy's digital transformation." This was stated by the CEO of Poste Italiane, Matthew Del Fante, in the presentation to analysts of the takeover bid aimed at delisting TIM, underlining that it is "an industrial operation".
The announcement came on Sunday evening: Poste has launched a takeover bid for the entire capital of TIM of which it is already the largest shareholder with 27,32% of the capital. At stake are 0,167 euros in cash per TIM share and 0,0218 new ordinary shares for each TIM share tendered. The total is equal to 0,635 euros per share, with a premium of 9,01% compared to the closing price on March 20, for a total consideration of approximately 10,8 billion. For the offer to be valid Poste must reach 66,67% of the capitalBetween 90% and 95%, the group led by Matteo Del Fante has already announced its intention "not to restore a free float sufficient to ensure the regular trading of the issuer's shares." Above 95%, however, Poste "hereby declares its intention to exercise its right to purchase the remaining shares of the issuer."
The stock market reaction and analysts' judgment
While awaiting the response of TIM's board of directors, which will meet today to evaluate the offer, both the market and analysts are promoting the offer. Business Square, in a very volatile day in which the Ftse Mib went from losing 2,5% to gaining over 1,8% (currently +0,67%), Tim stands out on the entire list, advancing 3,9% to 0,5986 euros, still far from the offer price of Poste, which instead lost around 7,97% to 19,74 euros. Substantially the general opinion of analysts is positive, who appreciate the strong strategic logic of the operation, the synergies that will derive from it, equal to approximately 700 million per year, but at the same time note some risks on the execution and integration front.
Del Fante: "We will notify the Antitrust Authority of the operation, but there are no risks."
Doubts to which the CEO of Poste, Matteo Del Fante, immediately responded, underlining that the takeover bid on Tim by Poste Italiane “will obviously be notified to the Antitrust”, but “there are no risks“, the manager stated during the conference call with analysts, explaining that “we do not expect the involvement of the European Directorate General for Competition”.
Del Fante: "Tim remains standalone." The operation is in concert with the Ministry of Economy and Finance.
Tim joins the Poste group but the company remains “stand alone and the iconic brand will be protected”, Del Fante stated in response to analysts' questions. According to him, the telecommunications group is the right partner "to accelerate the platform's growth and the completion of our nine-year journey. A combination that will generate significant value for all stakeholders," also because, he continued, Tim “completes our model perfectly".
Moving on to percentages, before launching the takeover bid, Poste started with a 20% stake in TIM. The transaction, based on what emerges from the documentation released overnight, is to be considered a 20% stake in TIM for financial regulation purposes. in concert with the Ministry of Economy: the latter, in fact, owns 29,2% of Poste. Currently—again according to the documents filed—Poste directly controls 27,315% of TIM, equal to 4.187.269.890 ordinary shares. However, the latter has decided to convert the savings shares, and upon completion of this transaction, the stake will be diluted to 20,104%, with a total ownership of 4.293.639.902 ordinary shares.
In the chapter of the document dedicated to "persons acting in concert" it is then written that "in relation to the offer, the Ministry of Economy and Finance is to be considered a person acting in concert with the offeror, pursuant to art. 101-bis, paragraph 4-bis, letter b), of the TUF, as it controls the Offeror". But it is added "for the sake of clarity, it is specified that the offeror (Poste ed.) will be the only person to become the purchaser of the shares subject to the offer that will be tendered, as well as to bear the costs arising from the payment of the consideration”. Currently, Poste's shareholding also includes Cassa Depositi e Prestiti with 35%, in addition to the 29,257% held by the Ministry of the Economy.
“For five years Poste Italiane has been looking at Telecom Italia and there was no government involvement” in the takeover bid launched yesterday evening, Del Fante then reiterated in a call, explaining that the takeover bid is "the culmination of a journey that began years ago, it is something we believe in". But in the past "Tim's debt was too highIt was only after Pietro Labriola's excellent performance of the network spin-off and the deleverage in 2024 that at the beginning of last year” the company began to give positive results “with the market appreciating Tim's new institutional role.
The timeframe: "Deposit in mid-April, start in July, closing by the fourth quarter"
The conditions for the effectiveness of the takeover bid by Poste on Tim include, as mentioned, the achievement of a shareholding equal to at least 66,67% of Tim's share capital; further authorizations from the competent antitrust and communications authorities; and the issuance of golden power clearance. Furthermore, prior to the publication of the offering documentation, approval by the Bank of Italy and approval by the extraordinary shareholders' meeting of the capital increase reserved for the offering are required.
Regarding the timing, in particular, “following yesterday's announcement regarding the agreement, the documents relating to the exchange and the cash offer will be deposited in mid-April", clarified the CEO of Poste. "The extraordinary meeting for the capital increase will be held in June. The authorizations and approvals of the competent authorities, as well as the start of the exchange offer period, are expected no earlier than July 2026. Our goal is to present a combined business plan after the completion of the transaction, by fourth quarter of 2026″.
Poste Italiane's CFO Greco: "We will not increase our offering. A new dividend policy will be implemented post-public offering."
Speaking during the conference call with analysts, the CFO of Poste, Camillo Greco, clarified: “We don't think we'll increase the offer” for Tim. The manager then anticipated that “anew dividend policy competitiveness will be announced with the new business plan after the completion of the transaction, by the fourth quarter of 2026".
“Earnings per share (EPS) will be positive already in 2027 and this growth will be double-digit starting from 2028. dividend per share implicit in Poste Italiane's forecasts for 2026 it's confirmed and pro forma leverage remains fully consistent with our current credit rating,” added Del Fante.
