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Poste-Tim, everything about the 10.8 billion takeover bid that brings the State back into telecommunications

Total offer with a 9% premium for Tim's delisting to integrate telecommunications, finance, and logistics. Del Fante: "No government involvement," but the public stake will remain above 50%. A platform is created with 27 billion in revenue across network, cloud, and digital services. All the details.

 

Creating a “systemic national champion,” a large integrated platform capable of combining network, cloud, data, logistics, and distribution: this is the ambition – stated without mincing words – behind the 10.8 billion tender offer launched by Poste Italiane on Tim. An operation that is not only financial but aims to rewrite the industrial balances of a strategic sector and, in the background, to close a long cycle started with the privatizations of the 1990s.

THE OFFER AND THE INDUSTRIAL PLAN BEHIND THE NUMBERS

The structure of the offer – a total public tender offer for cash and shares – already tells much about the underlying logic. Poste puts on the table a proposal composed partly of cash and partly of shares: 0.167 euros cash plus 0.0218 newly issued shares for each Tim share, valuing the group at about 0.635 euros per share, with a 9% premium over the stock market price. The goal is explicit: to acquire total control and proceed with Tim’s delisting.

But stopping at the price would be misleading. The operation has a dimension that goes far beyond the implicit valuation. The combined group would reach about 26.9 billion in revenues and 4.8 billion in EBIT, with over 150,000 employees. A scale that allows Poste to change its nature: from a multiservice conglomerate to a complete infrastructure platform.

The shareholding structure is also significant. In case of full acceptance, Tim shareholders would hold about 22% of Poste’s capital, while the public stake would decrease but still remain above 50%, around 51%. So it is not a simple acquisition, but a recomposition of assets within a stable control perimeter.

DEL FANTE: AN OPERATION PREPARED FOR YEARS

In the call with analysts, Matteo Del Fante insisted on the industrial character of the operation. “It is a milestone in our strategy” and “the culmination of a nine-year journey,” he said, repeatedly emphasizing that it is not an opportunistic move but a trajectory built over time.

A significant point concerns the genesis of the operation. “We opened this dossier five years ago,” he explained, adding that “governments have changed in the meantime, so the answer is no” to the question about public involvement. A direct message to those who read the operation as a political choice.

The timing, however, is entirely industrial. “We had been thinking about a combination for years but the debt was too high.” Only after the network spin-off and the reduction of indebtedness did Tim become integrable. Not by chance Del Fante speaks of “excellent execution” by CEO Pietro Labriola and of a moment when “the market appreciated the company’s new role.”

AFTER THE NETWORK, A NEW TIM (LEANER AND MORE CONTESTABLE)

The sale of the network to Kkr in 2024 was much more than an extraordinary operation: it redefined Tim’s very nature, separating infrastructure and services and opening a new industrial phase. The operation – about 22 billion considering the different components – marked the end of the former monopolist model owning both the network and services and the start of a leaner Tim, focused on services, cloud, enterprise, and international activities.

It is precisely at this junction that Poste’s tender offer fits today. In this perspective, as noted by the Corriere della Sera, “the control over Tim’s assets and development plans, which have a strategic role for security, innovation, and digital development in Italy, assigns Poste an even more central role in technological sovereignty and in the digitalization of businesses and public administrations. It is therefore the State indirectly that (again) will also be in Tim. Just as it is a shareholder of FiberCop and Open Fiber, eternal candidates for the single network, the other piece of the puzzle.” A puzzle that Startmag reported again a few days ago.

The point, therefore, is not only industrial but systemic: with the network under Kkr’s control and Cdp already present in alternative infrastructures, Poste’s entry completes a design in which the State returns to oversee, albeit indirectly, the key nodes of the supply chain.

The most recent numbers explain why this step becomes possible right now. In 2025 Tim recorded revenues of 13.7 billion and returned to profit with 519 million, while debt dropped significantly. It is the end, at least for now, of the long phase of financial emergency.

The international presence also strengthens the picture, particularly in Brazil, where Tim maintains a solid positioning in a high-profitability and strong cash-generating market, representing one of the group’s most relevant industrial pillars.

On this basis, Del Fante was able to define Tim as “the perfect partner” to complete Poste’s platform. No longer a company to be rescued, but an operator that has already done most of the balance sheet cleanup and can be integrated to accelerate growth and development.

SYNERGIES, PLATFORM, AND THE DATA GAME

The theme of synergies is central but must be read deeply. The estimated 700 million annually – 500 from costs and over 200 from revenues – are only the accounting dimension of a broader design.

The real goal is to integrate two complementary platforms: on one side Poste’s distribution network, with nearly 13,000 offices, over 4,000 Tim stores, and a network of tens of thousands of partners; on the other the telecommunications, cloud, and data center infrastructures. All supported by a base of over 19 million digital customers and millions of active users on the Poste app. The integration allows building a transversal offer ranging from telephony to financial services, from energy to advanced digital services.

Here lies the most relevant game: that of data and digital services. The new group aims to become the reference provider for public administration and businesses, leveraging analytics and artificial intelligence to integrate services and personalize the offer. It is no coincidence that there is explicit talk of “secure and sovereign connectivity.”

In other words, the game is not only in telecommunications but in the ability to control and enhance the data flows crossing the economy and administrations.

DIVIDENDS, ACCOUNTS, AND PROMISES TO THE MARKET

The message to investors is built on a delicate balance between growth and financial discipline. On the numbers side, management sought to reassure the market by indicating that the operation will have a positive impact on earnings per share starting from 2027, while for 2026 the dividend guidance remains unchanged, a sign of the willingness not to sacrifice remuneration in the short term.

At the same time, Del Fante clarified that the full contribution of the integration will emerge later: the synergies – estimated overall at about 700 million annually – will show a significant and “double-digit” acceleration starting from 2028, when the industrial effects of the operation will be fully visible.

Looking ahead, added CFO Camillo Greco, the new business plan of the combined group – expected after the completion of the operation by the fourth quarter of 2026 – will define an updated and “competitive” dividend policy, consistent with the group’s new industrial dimension.

The issue of financial solidity remains central as well: Poste aims to maintain an investment-grade credit profile and a sustainable level of debt, leveraging the greater cash generation capacity of the integrated group and efficiencies deriving from optimizing Tim’s financial structure.

ANTITRUST, CONDITIONS, AND TIMING: THE OPERATION’S WORKSITE

The operation’s process is complex. The success of the tender offer is linked to reaching at least 66.67% of the capital, as well as Antitrust approvals and golden power. The schedule foresees document filing in mid-April, assembly in June, and the start of the offer no earlier than July.

Del Fante showed confidence: the Antitrust notification will be “a formal process” and “there are no risks” of vertical integration. But it remains clear that this is a regulatory marathon destined to last until the end of 2026.

REACTIONS AND COMMENTS TO POSTE’S TENDER OFFER ON TIM

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