Telecom Italia is preparing to study Spanish. There is no shortage of time to practice the language of Cervantes ("Don Quixote" was the title of the dossier dedicated to an alliance with the Spaniards at the time of Tronchetti Provera's management): the transfer of the control levers from Telco to Telefonica will not take place before next January, as long as the OK from the Brazilian and Argentine Antitrust arrives. But the passage of the former incumbent to a foreign company, 16 years after the privatization of the IRI jewel, is now a done deal, after yet another sleepless night.
That's how:
a) Generali, Intesa and Mediobanca communicate that they have concluded with Telefonica an "amendment agreement" of the shareholder agreement relating to Telco. This can be read in a note which indicates that in the first phase Telefonica will subscribe to a capital increase of 324 million euros at 1,09 euros per share. Later, after the go-ahead from the Antitrust in Brazil and Argentina, it will carry out a second capital increase of 117 million to reach 70% of the holding.
b) Il transfer of power will be diluted over time. In fact, Telefonica will maintain the voting rights in Telco spa at the current 46,1% even after the two capital increases (which will bring its stake to 70% of the holding). Only from 2014 January 64,9, after the OK from the Antitrust of Brazil to Argentina, voting rights could rise to XNUMX%.
Now the word passes to Piazza Affari. Telecom Italia's prices, yesterday +3,42% to 0,59 euro, in the afternoon as the negotiations with Telefonica gradually loomed, are significantly lower; since January the share has lost about 15%. But to change hands, for the third time in the history of private Telecom Italia, are not the shares of the company but those of a box, Telco, a holding which holds the relative majority share with 22,4% but which does not appear as controlling shareholder for the purposes of the takeover bid law, which automatically applies only to shareholdings exceeding 30%.
It will be there Consob to decide whether the change of structure, which in any case configures the passage of control into the hands of a single subject, will or will not trigger the takeover bid obligation or if the previous provisions will still apply, when governance was in the hands of several subjects.
In any case, the risk of remaining dry is real, both for the market and for Marco Fossati's Findim, which controls 4,9% of the company. The immediate benefit will instead go to the Telco shareholders. In particular to Mediobanca, which wrote down the investment in the financial statements to 0,52 euro. The accounting loss for Generali was modest (1,2 euro). For all, however, the loss is salty, given that the shares were taken over by Olimpia at 2,82 euros each.
c) The one hundred days of time granted to Telefonica to complete the operation will be spent on obtaining the approval of the Brazilian and Argentine antitrust authorities to the operation involving Telecom subsidiaries in South America. A difficult match, and one that will probably end with discounted sales of Tim Brasil pieces to local companies (which is even more true for Argentina given the previous Repsol/Ypf). In short, a second piece of bad news is looming for Telecom's minor shareholders: the sale of the family jewel in the interest of a shareholder. Unless management and shareholders oppose in the right six. Or that some white knight (At&t) doesn't run to Alierta's rescue by taking over Tim Brasil and indirectly putting a mortgage on the future of the Italian-Spanish group.
d) Finally, what will happen to network unbundling, an operation that is not appreciated by Telefonica? But, above all, the new group, which is burdened with 80 billion in debt, will have the strength to carry on the plan for the diffusion of broadband? Here the game has just begun and will intertwine with the new chapters of the European telecommunications giant: the most fragile and indebted, probably destined more to be a prey than a hunter in the next round of consolidation of the sector in Europe.
