Il Tim Board of Directors ha approved unanimously the press release relating to thetakeover bid and totalitarian voluntary exchange promoted by Poste Italiane on the ordinary shares of the telephone group. The board has judged congruous, from a financial point of view, the consideration envisaged by the operation and also expressed a positive assessment of the industrial project and the prospects of integration.
The decision was made at the end of the Board of Directors' meeting, which was also attended by the Board of Statutory Auditors. The issuer's statement will be attached to the offer document approved by Consob on July 15, 2026.
The value of the offer and the advisors' opinion
For each ordinary Tim share tendered, PItalian innkeeper offers 1,67 euros in cash and 0,218 newly issued Poste ordinary shares, intended for listing on Euronext Milan. The Board of Directors deemed the consideration financially appropriate based on the analyses conducted by management and the fairness opinions prepared by Evercore Partners International and Goldman Sachs Bank Europe, Italian Branch.
The two advisors' opinions, released on July 18, concern the financial fairness of the offer for TIM shareholders other than Poste Italiane and other companies belonging to its group. The opinions were addressed exclusively to the Board of Directors and, TIM specifies, "do not constitute a recommendation" to shareholders regarding whether or not to accept the offer.
Positive evaluation of the industrial project
The board of Tim has expressed a favorable judgment The Board also considered the industrial rationale for the transaction, its future prospects, and the offer's consistency with the company's existing strategy. The assessment was based on management's analysis, supported by a document prepared by Kearney. The Board also examined the terms and conditions contained in the offer document approved by Consob with resolution no. 24080.
According to the Board of Directors, the transaction therefore presents positive elements not only from a financial perspective, but also with respect to the potential industrial evolution of the group.
Industrial plan frozen pending outcome
Tim also announced that the business plan will not be updated until the offering is completed and the definition of the scenarios that will emerge following the completion of the transaction. Therefore, on July 29th, the company will only report its consolidated financial results for the second quarter and first half of 2026. The data will then be presented to the market during the conference call scheduled for July 30th.
The issuer's press release and the financial advisors' fairness opinions will be published by Poste Italiane together with the offering document, according to the terms and conditions established by law.
