Summary
- The acceptance period for Poste Italiane’s voluntary offer opened at 08:30 CEST on 20 July and is scheduled to run for 40 trading days, ending on 11 September unless extended.
- Poste already owns 429,363,990 TIM shares, about 20.104% of the company; the offer covers a maximum 1,706,361,829 shares, or 79.896%.
- Each tendered TIM share receives €1.67 in cash plus 0.218 newly issued Poste shares. The share component keeps accepting investors exposed to Poste’s market value and execution.
- TIM’s board judged the consideration financially fair, but the offer remains conditional. Acceptance results, conditions and any extension will determine whether control actually changes.
For 40 trading days, Telecom Italia’s remaining shareholders are the transaction’s allocation committee.
Poste Italiane opened its acceptance period at 08:30 CEST on 20 July. It is scheduled to close at 17:30 CEST on 11 September, subject to extension. That changed the offer from a board, regulator and adviser process into an executable choice: keep a direct claim on TIM, or exchange it for cash and a smaller claim on Poste.
The distinction matters because the offer has been announced, documented and approved, but it has not completed. No tender at the opening bell transferred the whole company. Poste still needs shareholders to act, the conditions in the offer document to be met or waived where permitted, and the settlement process to occur.
Cash fixes one leg; 0.218 shares leave the other moving
Each TIM share validly tendered receives €1.67 in cash and 0.218 newly issued Poste ordinary shares, subject to the adjustments in the offer document. The decimals are post-consolidation terms. They must not be shortened to the earlier €0.167 and 0.0218 figures that applied before TIM’s reverse stock split.
The mixed payment divides the economic risk.
The cash leg is fixed in euros. The equity leg is not fixed in value: it moves with Poste’s share price and leaves the accepting investor exposed to how the larger group allocates capital, executes any integration and supports its dividend. The tender decision is therefore not simply whether €1.67 is enough. It is also whether 0.218 of Poste offers a better risk-adjusted claim than one whole TIM share outside the transaction.
TIM’s board unanimously considered the consideration fair from a financial point of view and assessed the industrial rationale positively. Evercore and Goldman Sachs Bank Europe delivered fairness opinions. Those are relevant process controls, but they carry assumptions, limitations and qualifications. They do not freeze Poste’s future share price or turn one board’s assessment into the same answer for every shareholder.
The maximum perimeter reveals who funds the bid
Poste already holds 429,363,990 TIM shares, approximately 20.104% of issued capital. The offer reaches for a maximum 1,706,361,829 additional shares, representing the other 79.896%.
Multiplying that maximum perimeter by the unit terms produces a useful ceiling: roughly €2.85bn in cash and about 372m new Poste shares before adjustments. It is not a forecast. Actual acceptance may be lower, the period may be extended and the conditions may affect settlement.
Even as a ceiling, the calculation explains the financing mechanism. Poste supplies cash, but it does not pay the whole consideration from cash resources. It also creates new equity and gives it to tendering TIM holders. That reduces the immediate cash requirement while spreading future Poste ownership across a larger share base.
The transfer of risk runs both ways. Existing Poste investors face dilution and acquire more exposure to the capital demands and competitive economics of a national telecom operator. Tendering TIM investors surrender their concentrated TIM position but retain a share of the combined outcome. Shareholders who do not tender retain a different exposure whose liquidity and governance can change if the offer succeeds.
Board support is not the same as delivered control
TIM’s board support removes one source of resistance, but it does not report a tender count. Nor does publication of the offer document establish that the conditions have been satisfied.
The scheduled timetable makes the missing evidence visible. The ordinary acceptance period runs to 11 September. Unless extended, payment is scheduled for 18 September. Under specified circumstances, the window may reopen for five trading days from 21 to 25 September, with a later payment date.
Each stage answers a different question. Opening proves that investors can tender. Closing establishes the initial take-up. Payment settles valid acceptances. A reopening can change the final count. Only the completed result establishes how much additional control Poste obtained and what remains outside it.
That sequence also limits what can be said about operations. An open offer does not consolidate networks, change consumer tariffs, combine workforces or realise a synergy. Those consequences require ownership, governance and subsequent operating decisions. Treating them as present facts would price the integration before the votes embodied in share tenders have been counted.
The next number is acceptance, not another valuation headline
Independent reporting has described the proposal as a €10.8bn takeover bid. That is useful scale, but the live mechanism is more precise than a single headline value. Shareholders receive two instruments with different risks, over a maximum perimeter that depends on actual tendering.
The first decisive update will be the level of acceptances and whether it meets the offer’s conditions. The next will be any extension, waiver or reopening. After that, settlement will show the cash actually paid, the new Poste shares actually issued and the control actually acquired.
Until those numbers arrive, the accurate description is narrower: Poste owns roughly one-fifth of TIM and has opened a regulated path to acquire the rest. It has made its offer executable. TIM’s shareholders now determine how much of the proposed control structure becomes real.