With the first window of the public purchase and exchange offer which closed on 11 September 2026, Poste Italiane gained ownership of 66.627% of Tim. Memberships reopen from 21 to 25 September, considering the change in conditions with the cash portion increased to 1.97 euros and the waiver of the minimum threshold. Now the target is 90% of the capital: reaching it would trigger the obligation to take over the remaining shares and would pave the way for Tim’s withdrawal from the stock exchange. Those who still have TLC securities in their portfolio have a few days to decide whether to join the takeover bid or wait.
How Poste’s takeover bid for Tim works
A takeover bid is a public offer addressed to the shareholders of a company. Those who promote it offer them to exchange their shares for, generally, a portion in cash and a portion in the offerer’s shares.
Poste recognizes for each TIM share brought in:
- 1.97 euros in cash;
- 0.218 newly issued Poste ordinary shares.
This is the price set on 7 September, after a raise of 0.30 euros in cash on the initial value of 1.67 euros. Poste specified that this is the final amount.
In the first window, 993,608,722 shares were tendered, equal to 46.523% of the capital. Added to the 20.104% that Poste already held, they lead the group led by Matteo Del Fante to hold 66.627% of Tim.
In the event of full membership, the outlay would reach approximately 3.3 billion euros, financed with bank debt.
Posted towards 90% of Tim: the effects
Already today, Poste is able to exercise strong power over Tim and define its future. With 90% of the shares there would also be immediate effects for minority shareholders.
Control of the extraordinary meeting
With 66.627%, Poste remains just under two-thirds of the capital (66.667%), which would allow it to have full control over the extraordinary meeting, which decides on mergers, capital increases and changes to the Articles of Association.
De facto, this is already the case: actual participation never reaches 100% in voting.
Obligation to buy and squeeze-out
The threshold that changes everything is 90% of the capital. Whoever exceeds it is required to take over the shares of whoever requests it at the same price as the offer (the obligation to purchase or sell-out of the art. 108 of the Consolidated Law on Finance) and at the same time can automatically purchase the residual securities (the right to purchase or squeeze-out provided for by the art. 111).
Until last year, it squeeze-out it was shooting at 95%. The reform of the Consolidated Finance Act, with the legislative decree 47/2026 has lowered the threshold to 90%, aligning it with that of sell-out.
Delisting with few free shares
Delisting is the exit of a company from the stock exchange. Its shares cease to be listed and can no longer be bought or sold on the market.
To get there, Poste doesn’t need to go up to 100%. It is sufficient that, once the 90% has been exceeded, there remains too little free float on the market – that is, with too few free shares – to guarantee regular trading. At that point, Borsa Italiana itself revokes the listing.
Anyone who has not sold remains a shareholder of a company that is no longer listed. With the right to purchase, however, Poste can also take over the last shares, forcing the exit of minority shareholders, and bring its share to 100%.
What changes for those who still have Tim shares
Those who own Tim securities have two options:
- by joining by 25 September, you will receive the mixed consideration of 1.97 euros and 0.218 Poste shares for each share delivered;
- by not joining, he remains a shareholder of a company which, once the legal thresholds are exceeded, could exit the stock exchange.
In the second case, reselling would become more complicated but the legal protections would remain: the obligation to purchase and the right to purchase occur at the same price as the offer.
What changes for Tim customers
One last clarification that is worth making: for those who use Tim as a telephone operator there are no immediate effects. Contracts, numbers and services remain unchanged. The operation concerns the corporate structure and not the commercial offers.
