Summary

  • Selling TIM meant receiving shares in Poste Italiane as well as money. The deal brought sellers into the buyer's future, while leaving a minority invested directly in TIM.
  • Poste acquired control of an operator that had already separated its fixed network. Its lasting value depends on the business serving customers and earning cash, not simply on a successful offer or a large one-off refund.

Pietro Labriola had a stake in Telecom Italia's takeover in more than one sense. He ran the company, and he held its shares. On 7 September, TIM announced that its chief executive and key managers had tendered their holdings to Poste Italiane's offer. The announcement records their decision, not their private forecasts or all their future incentives.

For shareholders accepting the offer, selling was also a way of buying into another company. Poste paid partly with newly issued shares of its own. Sellers received money, but remained exposed to a business whose success would now depend, in part, on making the TIM acquisition work. Those who kept TIM shares stayed directly invested in the telecom operator instead.

That is why the takeover percentage is only the start of this story. The buyer could win control without settling whether the purchase would pay for itself. And the business it bought was no longer the same collection of assets that TIM had owned a few years earlier.

The business beyond the share deal

The largest change preceded Poste. In July 2024, TIM completed the sale of NetCo, separating its fixed-network infrastructure and wholesale business. Serving customers still required network services; ownership of the company did not make those needs disappear.

TIM and NetCo put their continuing relationship in a master service agreement lasting 15 years, with a possible further 15. Services were to be supplied at market prices, without minimum purchase commitments. TIM had not stopped being an operator or disposed of every network it owned. It had changed the balance between infrastructure held in-house and services obtained by contract.

The sale also changed the debt burden, though not by the headline transaction value. The announced valuation was up to €22 billion, including extra payments dependent on conditions being met. That describes the deal's value, not an immediate reduction of the same size in TIM's debts. After adjustments and separation costs, the announced reduction in net financial debt was €13.8 billion.

For the new owner, these are operating realities rather than takeover arithmetic. A long-term service relationship remains part of the business. So does the need to turn customer revenue into cash.

A windfall is not another customer

TIM's first-half 2026 accounts show why that cash needs a closer look. Revenue was €6.83 billion. The company's adjusted net financial debt measure after lease stood at €7.285 billion at 30 June.

The more encouraging-looking figure was €650 million of positive equity free cash flow after lease. But a large receipt in the same period came from the past: the reimbursement of concession fees, with an approximately €1 billion net positive financial effect.

Recovering that money is valuable. Repeating it is another matter. A refund from an old dispute cannot be treated like customers paying their bills again next month. Nor does the positive cash-flow figure, on its own, tell a new shareholder how much cash the ordinary business will produce in future.

That question follows both groups of investors. It affects TIM directly. It also matters to Poste, which has paid to bring TIM's business under its control.

The buyer paid with a piece of itself

Issuing shares is a way to pay without making the entire payment in cash. It is not free: existing owners give the incoming shareholders a claim on part of the company. They can still benefit if the acquired business adds enough value. The outcome depends on what has been bought, not just on the fact that there are more shares.

The improved offer made that exchange explicit. Each TIM share tendered brought €1.97 and 0.218 new Poste shares. For an illustrative holding of 1,000 TIM shares, that was €1,970 and 218 shares in the buyer. The cash was fixed by the offer; the new shares remained shares, with a market value that could change.

The size of the new ownership group is recorded in Poste's 2 October capital notice. It issued 89,375,988 shares for the reopened acceptance period alone, taking its ordinary share count to 1,612,089,986. That is the accounting trace of people entering the buyer's ownership, not money created at no cost.

TIM's board had judged the then offer financially fair on 18 July, with support from adviser opinions. At that point the terms were €1.67 and 0.218 Poste shares; the cash component rose in September. The opinions were for the board, subject to qualifications, not a recommendation for every holder to tender or a promise about a future market price.

Why some shareholders stayed with TIM

Poste's 29 September final reopening results put its holding after the offer at 85.823%, with payment for the reopened period scheduled for 2 October. The notice said the conditions for the squeeze-out right or joint procedure had not been met. Those routes to acquiring the remaining shares were not available on the basis of that result. Control had been secured, not complete ownership.

On 1 October, further market purchases, counted alongside existing holdings and tendered shares, brought the announced figure to 86.952%. The disclosure updated the ownership picture. It did not measure how easily all the shares outside Poste's holding could be sold.

The change in authority was visible at TIM too. Its board acknowledged Poste's direction and coordination on 30 September and approved rules for the companies' relationships and information flows. Remaining TIM shareholders did not receive the offer payment for shares they retained. They kept their stake under a new controller, with minority rights, contracts and regulatory constraints still relevant.

Comparing a price requires the same-sized share

One last complication lies behind historical price comparisons. TIM changed its shares before the offer, so a spring per-share payment and an autumn one cannot simply be put side by side.

First came the conversion of savings shares into ordinary shares. Approved in January and carried out in May, the optional route attracted 93.5% of the savings shares, according to the results notice. Each received one ordinary share and €0.12 gross. The mandatory route also gave one ordinary share, but €0.04 gross in cash.

Then, in June, ten old ordinary shares were combined into one new share. The spring cash amounts belonged to the smaller, pre-combination units; September's offer used the later units. Ignoring that change would make unlike payments look directly comparable.

For all the complexity of the transaction, the business test is plain. The offer changed who owned what. It did not replace the need for the company to serve customers and earn money. For holders now invested in Poste and those still invested in TIM, that is the part of the story that continues after settlement.

Updated and corrected, 22 October 2026: this account distinguishes the offer result from subsequent purchases, corrects NetCo valuation versus debt reduction and the savings conversion timeline, and replaces claims of missing financial disclosures with primary records. The original publication date is retained.