Poste Italiane has launched a voluntary public takeover and exchange offer (OPAS) on TIM, with the aim of creating a single Group, integrating two of the largest and most important Italian industrial companies. In fact, Poste aims to acquire the entire share capital of TIM and proceed with the delisting of the telecommunications company’s shares from the Milan Stock Exchange. The Offer is expected to be finalized by the end of 2026.
A choice that surprised the market in some way, given that Poste had risen to 27.32% of the capital last December, requesting exemption from the takeover obligation.
“The new Group – it is stated – 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 the productivity of the industrial system, the international competitiveness of the country and the ability to attract investments”.
The terms of the takeover bid
The consideration paid by Poste Italiane to Telecom shareholders who tender to the Offer will be represented by a cash component equal to 0.167 euros for each TIM share tendered in the Offer, and a share component, equal to 0.0218 newly issued Poste Italiane ordinary shares for each TIM share tendered in the Offer.
The overall consideration of the Offer, given by the sum of the cash part and the share part, expresses a value equal to 0.635 euros for each TIM share and, therefore, incorporates a premium equal to 9.01% compared to the official price of TIM shares recorded at the closing date of trading on the stock exchange on March 20, 2026.
Integrated platform with diversified revenues is born
The combined Group would be one of the main integrated platforms in the country, with aggregate revenues estimated at approximately 26.9 billion, a pro-forma aggregate EBIT of approximately 4.8 billion and over 150 thousand employees.
From an industrial and strategic point of view, the Operation would allow the creation of an integrated Group with leadership positions in the main business sectors in which it is present (telecommunications, financial services, insurance and logistics), leveraging the complementarity of the industrial assets, technological skills and customer base of the companies involved.
Expected synergies and costs
The synergies expected from the operation are part of a path of industrial and commercial integration already started by Poste Italiane in recent months, since the acquisition of the first stake in TIM, which took place in February 2025.
Poste Italiane has identified an overall potential for pre-tax synergies of approximately 0.7 billion euros per year when fully operational, of which 0.5 billion euros attributable to cost synergies and 0.2 billion to revenue synergies. It is expected that the cost synergies can be achieved within the second year following the completion of the Offer, while the revenue synergies over a 3-year horizon.
The one-off charges necessary to achieve the synergies are currently estimated at approximately 0.7 billion euros before taxes, an amount that is expected to be reached starting from the second year following the completion of the Offer as regards cost synergies and from the third year as regards revenue synergies.
Poste Italiane expects a positive impact on its earnings per share starting from financial year 2027; furthermore, the financial solidity, high cash generation and large distributable capital reserves of the new group will guarantee a neutral impact on Poste Italiane’s dividend per share based on the 2026 profit.
The state will be the majority shareholder
The Group resulting from the completion of the Offer will be able to benefit from stable governance, with the presence of the Italian State as the majority shareholder, with a participation exceeding 50% (also through the participation held by Cassa Depositi e Prestiti).
This will ensure long-term stability and a clear strategic mandate aimed at creating value for all stakeholders and for the country as a whole. This ownership structure also guarantees a strong alignment of interests, aimed at supporting competitive performance and sustainable returns for shareholders over time.
