Poste Italiane launches a total tender offer (Opas) for the purchase of Telecom Italia. This was decided today by the board of directors of the postal company controlled by the Ministry of Economy, directly and indirectly through Cassa Depositi e Prestiti, which already holds 24.8% of Tim.
Here are all the details.
WHAT THE OPAS OF POSTE ITALIANE ON TIM WILL BE LIKE
The total consideration envisaged is about 10.8 billion euros. Telecom shareholders who accept the offer will receive a cash component of 0.167 euros for each Tim share and a securities component of 0.0218 newly issued ordinary Poste shares for each Tim share. The outlay for Poste Italiane would therefore amount to 2.8 billion euros.
POSTE ITALIANE’S PURPOSES AND TIMELINES
In the statement, Poste emphasizes that the “consideration of the offer is highly attractive” and the goal is to acquire the entire share capital of Tim and proceed with the delisting of Tim shares from Euronext Milan. The completion of the operation is expected by the end of 2026.
WHAT TIM WILL BE LIKE WITH POSTE ITALIANE
“The objective of the operation – reads the Poste statement – is to create a single Group, integrating two of the largest and most important Italian industrial realities. The new Group will represent the largest connected infrastructure platform in the country, a true engine of innovation, a hub of infrastructural and technological security, a strategic pillar of the national economy capable of generating value for all shareholders and significantly contributing to the growth of productivity of the industrial system, the country’s international competitiveness, and the ability to attract investments.”
THE EXPANSION OF THE POSTE ITALIANE GROUP
The operation proposed to the market, explains Poste, “aims to scale and enhance the Poste Italiane platform by adding three significant assets: a nationwide fixed and mobile network, a leading position in the country’s cloud and data center infrastructures, and the ability to offer secure and sovereign connectivity to all stakeholders.”
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EXCERPT FROM THE POSTE ITALIANE STATEMENT_
The Offer consists of a voluntary total public tender offer for purchase and exchange, promoted pursuant to articles 102 and 106, paragraph 4, of the TUF and the related implementing provisions contained in the Issuers’ Regulation.
The launch of the Offer is subject to the authorization of the Bank of Italy (as defined below) referred to in paragraph 1.5, while its effectiveness is subject to the fulfillment of the Effectiveness Conditions of the Offer referred to in paragraph 1.6 (or, in case of non-fulfillment, to the relevant waiver by the Offeror).
The high objective of the Offer is the construction of the largest connected infrastructure platform in Italy.
The Operation is the natural evolution of a strategic plan that the Offeror has built over the last nine years: to become not only the largest distribution network in the country but its main intelligent digital infrastructure platform.
The markets that will generate growth and value in the coming years will no longer be defined solely within traditional sectors, because the boundary between the physical and digital worlds is disappearing. The endpoints of this new economic architecture will not only be people: they will be algorithms, devices, intelligent agents interacting in real time with physical reality.
Who owns and manages the infrastructure of this convergence – networks, cloud, edge-computing, data, digital identity – will hold a strong competitive position.
Poste Italiane is today the only operator in Italy that combines a widespread presence on the territory, direct access to over 35 million customers, advanced financial expertise, and the ability to integrate physical and digital services into a continuous experience.
The Operation proposed to the market intends to scale and enrich the Offeror’s platform by adding three assets that cannot be built ex-novo: a nationwide fixed and mobile network, a leading position in the country’s cloud and data center infrastructures, and the ability to offer secure and sovereign connectivity to businesses, public administrations, and critical infrastructures. The recent European stance is significant in this regard (see European Council-EUCO 1/26 of March 19, 2026).
The Offeror has resolved to promote the Offer within its consolidated strategy as an active operator in the integrated supply of a wide range of products and services in the financial, insurance, logistics, telecommunications, and utilities sectors, as well as a strategic player for the development and strengthening of the country’s technological infrastructure serving citizens, businesses, and Public Administration, through a “platform company” business model based on the integration of physical and digital channels that constitute the largest distribution network in Italy.
The sector of connectivity services, cloud data services, Internet of Things (IoT), cyber-
Consistent with this sectoral evolution, over the years the Issuer has initiated and progressively implemented a path to strengthen its economic-financial profile, aimed at improving operating profitability, simplifying the industrial structure, and reducing indebtedness, also through extraordinary operations and a more efficient allocation of capital. This path has contributed to greater visibility of operating cash flows, strengthening financial sustainability, and clearer focus on higher value-added activities. Moreover, the advent of Artificial Intelligence represents a further opportunity to accelerate the optimization of the Issuer’s operational structure. In this context, the Offeror, which already holds a significant stake in the Issuer’s capital, approximately 27.3% of ordinary shares (pre-Conversion), and therefore knows its industrial, operational, and financial profile well, intends to be a support, strengthening, and acceleration element for the continuation of this path, fostering further development, efficiency, and enhancement opportunities of industrial initiatives already underway also thanks to the contribution the Offeror can provide institutionally. Additionally, both the Offeror and the Issuer continue to share knowledge of best-in-class operational processes between the companies.
In light of the above, the Operation fits into an industrial and strategic context consistent with the Offeror’s long-term objectives, further strengthening its competitive positioning and generating value for all stakeholders, as it will:
To facilitate a more effective integration process of the respective activities and the achievement of the industrial and strategic objectives underlying the Operation, the Offer aims to acquire the entire share capital of the Issuer and, consequently, to achieve the delisting of the Issuer’s shares from Euronext Milan (the “Delisting”) in the context of the Offer. Therefore – upon occurrence of the relevant conditions – the Offeror does not intend to restore a sufficient free float to ensure the regular trading of the Issuer’s shares. The Offeror does not intend to proceed with a merger with the Issuer in order to preserve the Issuer’s operational goodwill in the specific reference sectors.
From an industrial and strategic perspective, the Operation would enable the creation of an integrated Group with leadership positions in the main sectors in which it operates, leveraging the complementarity of the industrial assets, technological skills, and customer base of the involved companies.
Inserted into the Poste Group, TIM would represent an accelerator for the digitalization of Public Administration and Italian businesses.
The combined group would be configured as one of the main integrated platforms in Italy in connectivity services, financial, insurance, and logistics services, with aggregate revenues of about Euro 26.9 billion, a Proforma Aggregate EBIT of about Euro 4.8 billion, and more than 150,000 employees.
The significant operational scale, combined with the widespread distribution network and the depth of customer relationships, would be a distinctive element supporting the group’s growth and commercial effectiveness. In summary, it would be an acceleration by the Offeror of its now consolidated path of creating an efficient distribution platform that through the capacity for cross-selling
The combination of the two entities would also optimize and rationalize investments in technology and digitalization, through joint management of IT spending and platforms, with significant benefits in terms of efficiency, time-to-market, and technology investment capacity.
It becomes evident how a solid and strategic infrastructural investment is an essential element to support the country’s digital transformation. Technological sovereignty and the full transition to AI indeed require the presence of a reference actor, capable not only of governing internal evolutions but also supporting the entire national ecosystem in a moment of profound change. In this sense, Poste Italiane is ideally positioned to assume this role by building, on one hand, a modern and AI-driven organization internally and, on the other hand, making this capacity available to the productive fabric, particularly Small and Medium Enterprises, which currently show limited AI adoption. The goal is to offer an access point to advanced infrastructures and specialized skills that would otherwise be inaccessible to a significant part of the economic system. This is a necessary step considering that Italy currently ranks in an intermediate position compared to other major European countries in terms of AI investment levels, with an undersized startup ecosystem. Bridging this gap is possible but requires actors like Poste Italiane to assume, as has happened in previous cases, an enabler role for the entire system and not only internal transformation.
Added to the above is the international presence, particularly in the Brazilian telecommunications market, characterized by high profitability and significant cash generation. Currently, the Brazilian market represents a relevant strategic pillar for the Issuer, and in this market, the Issuer boasts a solid and sustainable competitive positioning, supported by high-quality infrastructural assets and a broad and growing customer base. The presence in the country is characterized by favorable market dynamics, with a more rational competitive context and significant development potential in data and digital services. In this area, the Issuer has demonstrated proven industrial and commercial execution capability, resulting in profitable growth and robust cash generation, significantly contributing to the group’s overall value creation.
A central element of the industrial rationale of the Operation is represented by the Offeror’s national distribution platform after the completion of the Offer, which would combine an extremely widespread physical network – consisting of almost 13,000 post offices, over 4,000 TIM points of sale, and a network of over 49,000 third-party partners – with a base of over 19 million active digital customers, leveraging the “P” App of Poste, a market leader with over 4 million daily active users, conceived as a scalable platform for the rapid integration of new products and services, including telecommunications ones for which TIM will become the sole product factory.
The Operation would also strengthen the new group’s role as a reference provider of technological, financial, and logistics services to citizens, businesses, and Public Administrations, thanks to a unique and complementary portfolio of solutions with advanced technological skills in cloud services, data management, agentic Artificial Intelligence, Internet of Things, and cybersecurity. In this context, the Offeror’s governance
