Poste Italiane: green light for capital increase for the takeover bid for TIM

Poste Italiane’s Extraordinary General Meeting of Shareholders has given the go-ahead for a capital increase ahead of the OPA on TIM, which will facilitate the share swap with TIM shareholders to acquire control of the company. In addition to the share swap, the offer also provides for a cash adjustment. Specifically, the takeover bid involves an offer of 0.218 newly issued Poste shares and a cash component of 0.167 euros for each TIM share tendered. The total value of the transaction, including shares and cash, amounts to 10.8 billion.

The proposal was approved with 99.81% of those present voting in favour. The shareholders therefore resolved to grant the board of directors the power to increase the share capital against payment, in one or more instalments and in separate tranches, by 31 December 2026, for a total amount of up to €371,986,879, plus share premium.

The issue of a maximum of 371,986,879 ordinary shares of the company, with no stated nominal value, carrying full dividend rights and having the same characteristics as the company’s ordinary shares in circulation on the date of issue, was therefore approved, to be paid up by way of a contribution in kind, to service the voluntary full public takeover and exchange offer for Telecom Italia shares. The takeover bid for TIM had been announced by Poste in March 2026 and was launched on 10 April this year.

During the ordinary part of the meeting, however, the shareholders approved the share buyback plan. With 99.58% of those present voting in favour, the AGM authorised the Board of Directors to purchase and subsequently dispose of shares of its own up to a maximum of 5 million shares (equivalent to 0.383% of the share capital) at a total cost of up to 125 million euros.

The purchase of own shares has been authorised for eighteen months from the date of today’s shareholders’ meeting resolution; however, no time limit has been set for the disposal of the own shares purchased.