Poste Italiane aims at the delisting of Tim. Opas valid if adhesion reaches 66.67%

Ten days after the Ministry of Economy filed the list for the renewal of the top management of Poste Italiane, the board of directors of the delivery group approved the proposal to launch a totalitarian purchase and exchange offer on the capital of Tim, a company it currently controls with 27 per cent of the capital. The final objective is the delisting of the telephone company, i.e. its exit from Piazza Affari, but the condition for the offer to be considered valid is an adhesion that allows the delivery group to reach 66.67 per cent of the capital.

The operation announced by the group led by Matteo Del Fante envisages a capital increase (approved by the board) aimed at the issue of new Poste shares to be offered as an exchange consideration to Tim's shareholders: every 5 thousand shares of the telephone company delivered will be exchanged for 109 Poste shares. In addition to the paper offer, there is also a cash settlement: for every 5 thousand shares, a payment of EUR 835 will be made. Basically, Tim shareholders will receive a cash component of EUR 0.167 for each Tim share and a securities component of 0.0218 newly issued Poste ordinary shares.

As a matter of fact, the shares of the company led by Pietro Labriola obtain a premium of 9.01% compared to the stock market values calculated on 20 March (0.583 the value of Tim's shares). "The total consideration of the offer, between the sum of the cash part and the part in shares, expresses a valuation equal to EUR 0.635 per Tim share and, therefore, incorporates a premium equal to 9.01% with respect to the official price of Tim's shares recorded on 20 March 2026," the note released explained.

The total outlay for Poste Italiane, in the case of a 100% adhesion to the offer, would be around EUR 2.8 billion. Also in the case of such an adhesion, Tim's shareholders would hold 22 per cent of the capital of the delivery company, while the diluting effect for the State's controlling share, currently about 65 per cent of the capital, would be around 23 per cent. The public share would fall to around 51 per cent of the capital; Cdp would go from 35 to 28 per cent and the Mef from 29 to 13 per cent of Poste. At the end of the operation, the integrated Poste-Tim group would have a capitalisation of over EUR 30 billion with a free float, i.e. the companies tradable on the market, worth EUR 15 billion.

The combined group would have revenues of EUR 26.9 billion and 150,000 employees and would be one of the country's leading integrated platforms. Poste Italiane identified an overall potential for pre-tax synergies of around EUR 700 million per annum when fully operational, of which EUR 500 million would come from cost synergies. Revenue synergies were estimated at over EUR 200 million. The one-off charges required for the transactions amount to EUR 700 million. The positive impact on earnings per share is expected from 2027.