There is a legal battle between Fastweb+Vodafone and Inwit over the towers.
Swisscom, the Swiss telecom group active in Italy with Fastweb, which absorbed Vodafone Italy at the end of 2024, announced that Fastweb + Vodafone has notified the termination of the Msa (Master Service Agreement governing Inwit’s activities for the management, maintenance, and access to telecom networks or towers) with Inwit “in full compliance with contractual provisions,” simultaneously initiating a process that will lead to the formal conclusion of the contract by March 2028.
The decision is part of a dispute between the parties over service costs and the duration of the agreement, as Inwit claims the contract is valid until 2038.
The front could also expand: by the end of the month, a possible move by Tim is expected, in a clash involving contracts on which a decisive share of Inwit’s revenues depends, as noted by Il Sole 24 Ore.
Inwit, for its part, comments on Fastweb+Vodafone’s decision as an “Illegitimate initiative lacking industrial logic” and “has instructed its lawyers to act in all competent venues, including precautionary ones, for the full protection of its own interests and those of all stakeholders.”
The immediate impact on the stock market: Inwit shares fell by about 10%. In the previous session, the stock had instead risen at Piazza Affari, supported by rumors of a possible takeover bid promoted by Ardian, a 31% shareholder, together with Brookfield Asset Management to reach 100% ownership of the tower company.
The operation takes place in a complex context also on the industrial front: Tim and Fastweb+Vodafone (anchor tenants of Inwit) have announced a joint venture to build up to 6,000 towers aimed at accelerating the national 5G rollout, a project that has shaken (again) Inwit’s stock.
All the details.
SWISSCOM NOTIFIES TERMINATION OF THE MASTER SERVICE AGREEMENT
Fastweb + Vodafone has notified the termination of the Msa with Inwit in full compliance with contractual provisions. In accordance with the notice period provided by the contract, the Msa will formally end at the end of March 2028, states Swisscom’s note.
REASONS FOR TERMINATION
“The decision to terminate the Msa stems from the observation that Inwit’s service costs are not in line with market benchmarks, as well as from the company’s unwillingness to start a formal discussion aimed at aligning them,” justifies the Swiss group’s note.
The prices higher than market rates applied by Inwit, the Swisscom note continues, reduce Fastweb+Vodafone’s ability to make the necessary investments to continue offering high-quality mobile networks and contribute to Italy’s digitalization.
Therefore, the termination of the Msa with Inwit will allow Fastweb+Vodafone to gradually redirect financial resources towards the development of new infrastructure, improve network quality and coverage, accelerate the 5G rollout, and enhance its investments, currently amounting to 1.5 billion per year.
Fastweb+Vodafone reiterates that all actions taken are fully compliant with the Msa, including the right to withdraw from the agreement with two years’ notice, effective from March 2028. Following the change of control in December 2020 (unequivocally defined in the Msa), Inwit did not exercise its option to extend the Msa’s duration, so the originally agreed expiration remains valid.
MIGRATION PLAN AND OPERATIONAL CONTINUITY
At the same time, Fastweb+Vodafone will start negotiations with Inwit to define a multi-year migration plan in line with the “Msa provisions to ensure operational continuity until March 2028 and beyond. The migration plan will be based on agreements with third-party passive infrastructure providers and initiatives involving Fastweb + Vodafone,” the note continues.
PROMISED LEGAL ACTION
But the consequences will neither be immediate nor painless.
“In light of Inwit’s repeated statements that the current Msa lasts until 2038, Fastweb+Vodafone has initiated legal action in competent venues to assert its contractual right to terminate the agreement,” Swisscom explains in the note announcing the decision to exercise the right to withdraw from the Msa.
CONSEQUENCES FOR INWIT
“The point is that this is no longer just a discussion about hospitality pricing. It is a challenge to Inwit’s contractual power,” observes Il Sole 24 Ore.
Last week, a statement from the tower company led by Diego Galli complained about both “Fastweb’s public statements on the premature termination of the Msa’s effects” and “more recent charges by Tim of an alleged Msa breach,” up to the announcement of the joint venture project for Fastweb+Vodafone towers with Tim that “has caused a negative impact on the stock.”
It should be remembered that Tim and Fastweb+Vodafone together represent about 80% of Inwit’s revenues.
THE POSITION OF THE TOWER COMPANY
After Swisscom’s announcement to exercise the right to withdraw from the Msa with Fastweb+Vodafone, Inwit issued a statement today “clarifying that this act is without legal basis and as such will be challenged in all competent venues.” Moreover, “the company will immediately request the Milan Court for a precautionary measure to inhibit the effects of the termination.”
Inwit also recalled having “invited Fastweb to amicably resolve, quickly and promptly, the interpretative differences arisen regarding the MSA in several venues, including arbitration and assisted negotiation,” but Fastweb “declined all invitations.”
Therefore, a legal clash now looms between the two companies.
REGARDING THE JV PROJECT BETWEEN TIM AND FASTWEB+VODAFONE
Furthermore, the dispute over the Msas adds to last week’s announcement by Tim and Fastweb+Vodafone of their intention to work together to build 6,000 new towers.
According to Inwit, the new JV project conflicts with the Msa agreements, which assign the company the role of preferred supplier for the construction of new sites. These contracts indeed provide a preferential right, with a “last call,” obliging operators to involve Inwit before turning to third parties.
The tower company’s statement last week also specified that: “any attempt to undermine Inwit’s contractual prerogatives as Tim and Fastweb’s preferred supplier must therefore be considered pretextual and will be opposed by Inwit in all competent venues, for the full protection of its interests.”
Thus, Inwit is ready to fight legally on this front as well.
IN THE BACKGROUND, THE SHAREHOLDING BATTLE FOR INWIT
It doesn’t end here. For the tower company, what is happening also reflects on the possible shareholder restructuring.
There are rumors, echoed by Il Sole 24 Ore, of a possible takeover bid promoted by Ardian, a 31% shareholder of Inwit, together with Brookfield Asset Management to reach 100% ownership of the company. According to the industrial daily, JPMorgan could also be involved in the operation, which has not commented.
The regulatory issue remains central, with infrastructures considered strategic and potentially subject to government intervention through golden power.
The situation remains complex, with Inwit engaged in evaluating possible legal developments in the confrontation with Fastweb+Vodafone and Tim over the Msas, with the risk that criminal profiles may also emerge. Further indications are expected on April 2, when the company’s board of directors is scheduled to approve the 2025 results.
