The board of directors at Telecom Italia (TIM), an Italian multinational telecommunications company, has unanimously endorsed Poste Italiane’s voluntary public tender and exchange offer for all of the operator’s ordinary shares. The deal, valued at more than € 13 billion (US$ 14.9 billion), would delist TIM and fold its telecommunications, cloud, and data center operations into Poste Italiane, in which the Italian state holds a majority stake.
In a statement issued on July 18, the board of directors said it “deemed the consideration offered fair from a financial point of view and positively assessed the rationale and business prospects of the operation and its consistency with the path undertaken by TIM.” The board drew on fairness opinions from Evercore and Goldman Sachs, along with a supporting industrial review by consultancy Kearney, to reach its decision.
“There is strength in numbers, at a time when the scale of investment in data centres, AI and digital transformation is becoming increasingly significant. TIM is a leading company in cloud and AI, whilst Poste Italiane has a larger balance sheet and greater investment capacity. By joining forces, we can achieve more than we could on our own. One plus one equals three,” Poste Italiane Chief Executive,Matteo Del Fante said of the approval in translated remarks during an interview on Radio 24.
TIM’s appeal to Poste Italiane lies in TIM Enterprise, the group’s business and public-sector division, and specifically in Noovle, its cloud and data center company. Noovle operates 16 data centers across Italy with a combined capacity of 100 MW. A 17th facility is being developed outside Rome that would bring total capacity to 125 MW. This is paired with a multicloud platform built on partnerships with Google Cloud, Oracle, and Microsoft.
TIM also holds a 45 percent stake in the Polo Strategico Nazionale (PSN), Italy’s National Strategic Hub, the secure, dual-region infrastructure built to migrate the country’s public administration onto domestic data centers. That position places TIM at the center of Italy’s digital-sovereignty agenda and explains why Italy’s postal company is interested in the firm.
Poste Italiane is offering € 1.67 (US$ 1.91) in cash as well as 0.218 newly issued Poste ordinary shares for each TIM share. The offer covers around 1.71 billion shares, or 79.9 percent of TIM’s capital, with Poste already owning the rest. At full acceptance, the cash component alone would come to about € 2.85 billion (US$ 3.3 billion), with some 372 million new Poste shares issued to make up the balance.
Consob, Italy’s market regulator, approved the offer document on July 15, and Poste published the offer and exemption documents on July 19. The offer window is set to close on September 11.
If Poste Italiane acquires 66.67 percent or more of TIM’s shares, it is obliged to move forward with the deal. If that level is not reached, Poste’s board will decide whether to proceed. Del Fante has said it is too early to make that call, and that the board has not yet taken a decision.