Telecoms

Poste raises the price of its takeover bid for TIM and waives the threshold condition

The board of directors has taken this decision, confirming the strategic value of the offer. The cash component has been increased by 30 cents to a total of 1.97 euros

3' min read

Translated by AI
Versione italiana

Key points

  • Dividend policy confirmed
  • There will be no further increases
  • Waiver of the threshold condition already set out in the prospectus
  • Support for the proposal put forward by Labriola and TIM’s senior management

3' min read

Translated by AI
Versione italiana

Poste Italiane, just a few days before the close of the transaction, has raised the price of its takeover bid for Telecom Italia. The board of directors has in fact resolved to increase the consideration offered by including an additional cash component of 0.30 euros for each TIM share tendered in response to the bid. Consequently, the consideration will consist of 0.218 newly issued Poste ordinary shares and a cash component – including the increased offer – totalling 1.97 per share. The offer closes on Friday 11 September. Under the regulations providing for a three-day protection period following a change to the offer, the price increase could have taken effect by the end of tomorrow. Had Poste, in deciding to increase the offer, waited until closer to the offer’s expiry date, it would have had to extend the deadline for the conclusion of the takeover bid.

Dividend policy confirmed

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By increasing the offer price, the offeror’s board of directors intends to confirm the strategic and industrial significance of the offer. The economic and financial benefits for Poste shareholders eligible under the offer will remain substantially unchanged following the acceptance of the increased price per share, with a confirmed positive impact on Poste’s earnings per share from the 2027 financial year onwards, and a double-digit increase projected for 2028. Poste’s dividend policy for the 2026 financial year on a stand-alone basis is also confirmed, as is the commitment to a growth-oriented dividend policy from 2027 onwards.

There will be no further increases

Poste Italiane states that the increased unit price represents the final offer price and that there will be no further increases to it. Based on the official price of Poste shares recorded at the close of trading on 20 March 2026, amounting to 21.46 euros, the increased unit price represents an implied monetary value of €6.65 per TIM share and, therefore, incorporates an implied premium of 14.16 per cent compared with the official price of TIM shares recorded on the reference date. Furthermore, based on the official price of Poste shares recorded at the close of trading on 4 September 2026, amounting to €26.90 and increased by 25 per cent from the reference date, the increased consideration represents an implied monetary value of €7.83 per TIM share.

In the event of full acceptance of the offer, the total implied monetary value of the offer would amount to 11,345,126,354 euros, including the additional cash component, calculated on the basis of the official price of Poste shares on the reference date. In this scenario, the maximum total amount of the cash component of the increased unit consideration would be €3,361,532,803.

Waiver of the threshold condition already set out in the prospectus

Poste has also announced that it is officially waiving the threshold condition for the bid for TIM. The possibility of waiving this condition was already set out in the public takeover bid prospectus published in July. Poste has now announced that it will acquire all shares tendered under the offer, even if the total falls short of the threshold condition of 66.67 per cent of the voting rights exercisable at the issuer’s general meetings.

Support for the proposal put forward by Labriola and TIM’s senior management

Earlier in the day, Tim’s senior management had announced that they had accepted the offer. Tim’s Chief Executive, Pietro Labriola, and the company’s senior executives with strategic responsibilities had tendered the shares they held in response to the voluntary all-share public takeover and exchange offer launched by Poste Italiane. Before the press release on the relaunch was issued in the evening, the trading session closed with acceptances amounting to 6.15 per cent of the share capital.

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