May 06, 2026 | Telecom | Europe | Active
On 22-Mar-26, majority state-owned Italian national postal service Poste Italiane (“Poste”) announced an unsolicited cash-and-stock offer to acquire Telecom Italia (“TIM”) for €10.8bn, comprising €0.167 in cash and 0.0218 Poste shares for each TIM share. At announcement, the total consideration was worth €0.635 per TIM share and represented a 9.0% one-day premium. The offer is ex-Poste’s FY’25 final dividend of €0.85 which was announced 26-Feb-26 and trades ex- on 22-Jun-26; any other dividend by either party will trigger an adjustment to the consideration. Poste’s board has approved the plans to launch the tender offer, while TIM’s board met on 23-Mar-26 to acknowledge the offer and initiate an evaluation process. On 13-Apr-26, TIM announced it appointed financial and legal advisors, while Poste confirmed receipt of letters from two banks financial institutions regarding funding for the cash component. Il Sole 24 Ore reported that Poste plans to appoint 10 banks, including UniCredit, Intesa Sanpaolo, and BPM, each lending €300m, with targeted funding in place by end-June 2026. An earlier article, on 25-Mar-26, had Poste planning to raise €2.8bn. Poste already owns 27.3% of TIM’s ordinary shares (19.6% of total capital); however, on 28-Jan-26, TIM shareholders approved to convert each savings share into one ordinary share plus a cash adjustment of €0.12, and the voluntary conversion will be effective 20-May-26. A subsequent mandatory conversion and savings share delisting, both on 21-May-26, will issue 6bn new ordinary shares, and Poste’s stake will therefore soon drop to 20.1%. Poste aims to eventually acquire 100% of TIM and, once launched, the offer will be subject to a 66.67% minimum acceptance condition. A squeeze-out will be pursued if Poste reaches 95%; between 90% and 95%, Poste will not restore the free float, triggering a sell-out right under which minorities can require Poste to acquire their shares at the offer consideration, with a cash-only alternative available in lieu of the Poste share component. The share issuance requires Poste shareholder approval, with an EGM convened for 18-Jun-26. Launching the offer is subject to an approval from the Bank of Italy, with an application to be filed no later than submission of the offer document to CONSOB. Additionally, Poste will notify competition and communication regulators, including foreign regulators, the Italian government under ‘golden power’ rules, the EU under FSR, and other competent authorities. Other conditions include ...
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