The operation

Tim, Opas prospectus: Poste aims for delisting and growth

Once fully operational, synergies of 700 million per year are expected

Poste Italiane, Del Fante sull'offerta per l'acquisto di Tim: "La naturale evoluzione di un percorso iniziato anni fa"

2' min read

Translated by AI
Versione italiana

2' min read

Translated by AI
Versione italiana

“Should the offer be successful, the offeror intends, amongst other things, to arrange for the delisting of Tim in order to pursue the objectives of integration, the creation of synergies and the growth of the Poste Italiane group.” This is stated in the prospectus for the public takeover and exchange offer (Poste Italiane’s offer for Tim), approved by Consob and published on the morning of Sunday 19 July: confirmation that, once the transaction has been completed, the telecoms company would be delisted and consolidated within the Poste Italiane group to become “The Connecting Platform”, a network offering payment, logistics, telecoms and energy services.

It is further stated in the prospectus that ‘the offeror, as at the date of the offer document, has not taken any decision regarding any future extraordinary transactions relating to the issuer’.

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With regard to the threshold condition (the bidder’s holding being equal to or less than 66.67 per cent of the share capital), it is confirmed that this condition may be waived.

Once fully operational, synergies of 700 million per year are expected

Furthermore, Poste Italiane “has identified a total potential for pre-tax synergies of at least 0.7 billion euros per annum once fully implemented, of which 0.5 billion euros attributable to cost synergies, including efficiencies achievable on the issuer’s current borrowing costs and through the optimisation of the issuer’s capital structure. Revenue synergies have been estimated at over €0.2 billion”.

‘No negative impact on employment or operational sites

With regard to employment, the document states that Poste “does not intend to make any substantial changes to the employment contracts of employees of TIM and the companies forming part of the TIM Group. Consequently, the offer is not expected to have any direct adverse consequences for the TIM Group’s overall workforce in terms of working or employment conditions”. At the end of 2025, TIM had 25,602 employees (16,847 in Italia and 8,755 abroad).

‘Given the complementary nature (rather than overlap) of Poste and TIM’s businesses, as at the date of the offer document – as specified in the document – it is reasonable to assume that, should the offer be completed, there will be no impact on the workforce or on the existing operational sites of Poste Italiane and TIM.”

The times

The group led by Matteo Del Fante has agreed with Borsa Italiana on a 40-day trading period (it will close on 11 September) with settlement scheduled for 18 September, subject to any extensions.

The deal – announced in March – has gathered pace over the past week following the go-ahead from the Bank of Italy, followed shortly afterwards by Consob’s approval of the offer document. On Saturday, TIM’s board of directors gave its approval.

The offer

The consideration under the offer comprises a cash component, amounting to €1.67, and a share component, consisting of 0.218 shares in newly issued ordinary shares of Poste Italiane. The maximum cash outlay envisaged is approximately €2.85 billion, whilst the number of new Poste Italiane shares to be issued would be approximately 372 million in the event of full acceptance (with a minimum threshold for the offer’s validity of 66.67%) To this end, Poste’s shareholders (CDP and MEF) have approved a capital increase of almost 372 million euro, which will provide the necessary ‘cover’.

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