The operation

Poste relaunches its takeover bid for Tim: an 18 per cent increase in the value of the cash component and a waiver of the minimum acceptance threshold

The revised bid by Poste for TIM involves an increase of 0.3 euros per share and a financial commitment that is 512 million higher

SEDE POSTE ITALIANE SPA IMAGOECONOMICA

4' min read

Translated by AI
Versione italiana

4' min read

Translated by AI
Versione italiana

Poste Italiane has decided to relaunch the public takeover bid for TIM. An upward adjustment of approximately 18 per cent of the value of the cash portion of the offer. At the same time, it has waived the condition of a minimum acceptance threshold of 66.67 per cent of TIM’s share capital for the takeover bid to be valid. The decision came yesterday after acceptance rates had continued to remain at very low levels in recent days: even yesterday, at the end of a day in which TIM’s management announced that it had tendered its shares to the offer, acceptance had reached 6.15 per cent of the target, equivalent to 4.92 per cent of Telecom’s share capital, in addition to the 20 per cent already held by Poste.

Poste’s board of directors has therefore approved a €0.3 increase in the cash component, which rises to 1.97 per share, whilst the exchange ratio remains at 0.218 newly issued Poste shares for each Telecom share tendered. It has been clarified that there will be no further increases in the offer. The financial commitment for the postal service provider, in the event of 100 per cent acceptance, would rise by approximately 512 million compared with the 2.8 billion already made available by the banking consortium led by JP Morgan, BNP Paribas, Deutsche Bank, UniCredit and Intesa Sanpaolo. Poste signed an agreement with the banks yesterday to increase the loan amount.

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‘With the increase in the consideration, the board of directors intends to confirm the strategic and industrial significance of the offer. The economic and financial benefits for Poste’s shareholders will remain substantially unchanged”, with a “confirmed positive impact on Poste’s earnings per share from the 2027 financial year onwards, projected to be in double figures in 2028”. The pro-forma gearing of the new group, including the 512 million increase, “is expected to stand at 1.5x by the end of 2026”, the statement explains. Poste also confirms the company’s dividend policy for 2026 and “its commitment to a growth-oriented dividend policy from 2027 onwards”.

The possibility of revising theoffer had initially been ruled out by management because they considered it more than fair, given the value creation for Poste shareholders made possible by the integration of TIM and the synergies that can be realised, which will ultimately exceed the €700 million estimated at the time the transaction was launched. If that same management has now been persuaded of the advisability of making an adjustment, it is to convince as many shareholders as possible to accept the offer. The objective, in fact, remains to merge with TIM in order to realise the anticipated synergies.

The decision to announce the amendment to the offer yesterday was taken to ensure that the offer period would not have to be extended beyond Friday 11 September.

Trading on the Milan Stock Exchange had begun with the news that TIM’s CEO Pietro Labriola and other senior managers with strategic responsibilities within the group had accepted the public takeover bid, which concluded last week. The TIM press release announcing this notes that the offer price had already been deemed financially fair by the group’s board of directors, which had assessed its rationale and industrial prospects favourably. This was a significant move at the start of the final week of the offer – the decisive week for acceptances – as hedge funds typically wait until the very last moment to tender their shares.

Last Friday, Telecom closed at €7.75, representing a premium of 2.78 per cent over the terms of the public takeover bid, with a valuation 0.2158 euros higher. Yesterday, both shares immediately began to slide, with Poste losing nearly 5 per cent by midday, whilst Telecom hit its low – down by the same amount – an hour before the close of trading. At the close, Poste stood at €26.25, down 2.42 per cent, and Telecom at €7.474, down 3.56 per cent. The latter’s premium over the offer price narrowed to just over 1 per cent, equivalent to €0.08 in absolute terms.

Arbitrage has likely played a role in the performance of the two shares. The bulk of the offer consists of an exchange of shares in two companies of a different nature. Funds specialising in telecoms will, logically, have taken advantage of Telecom’s high share price to realise their gains, given that following the announcement of the public takeover bid, the telecoms company’s share price – which had been trading at less than 6 euros – rose to exceed even 8 euros. Arbitrageurs were partly responsible for buying up the shares.

The decline in Poste’s share price was partly due to a report by Kepler which predicts, following the merger of the two companies, the creation of a “conglomerate”, with two distinct categories of investors – financial and telecoms – differing from the current bancassurance mix. For this reason, Kepler’s analysts have decided to apply a discount to the share’s valuation, whilst making it clear that this does not constitute a judgement on the merits of the transaction. The target price would be €25.50 if the deal were to fail, €27.50 if Poste Italiane were to acquire between 67% and 90% of TIM’s share capital, and €28.60 for a stake exceeding 90%, ultimately betting on the likelihood that the bid will succeed by a wide margin, with a target price of €28 – a ‘discount’ compared to the previous target of €29.5.

Analysts are not considering the option of retaining Telecom shares in their portfolios, as, once the public takeover bid has been completed, there is a risk that share prices will fall, given that the current valuation is ‘full’ and implicitly incorporates very high multiples on the domestic market, which remains challenging.

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