Poste Italiane is stepping up its takeover bid for TIM, increasing the cash payment per share by 18 percent and abandoning the minimum participation threshold that had been a condition for the deal to proceed.
The Italian postal and financial services group, led by CEO Matteo Del Fante, announced on September 8 that its board had approved a higher cash component of 1.97 euros per TIM share, up from the original 1.67 euros. The exchange ratio of 0.218 newly issued Poste Italiane shares for each TIM share remains unchanged. Critically, Poste has also dropped the requirement that tendered shares represent at least 66.67 percent of TIM's voting rights — a threshold that had effectively given holders a veto over the deal.
Why It Matters
The dual move — higher cash plus removal of the participation floor — is a direct response to sluggish adhesion rates. As of the latest disclosure, only 6.15 percent of the targeted shares had been tendered, well below the level needed to trigger the original threshold condition. By eliminating that barrier, Poste is signaling that it will proceed with the acquisition regardless of how many shares are ultimately delivered.
The revised offer period runs from September 21 to 25, following the original subscription window that closes September 11. Poste has confirmed this is the final price and that no further increases will follow.
TIM CEO Pietro Labriola and senior executives with strategic responsibilities tendered their personal shareholdings during the previous week. TIM's board had already deemed the consideration financially fair and highlighted the industrial rationale of the deal.
Valuation and Market Reaction
At full adhesion — meaning all 1.7 billion shares in the offer are delivered — the total cash component of the deal rises by approximately 512 million euros to roughly 3.3 billion euros, with the overall transaction valued at about 11.35 billion euros. Poste estimates the implicit per-share valuation of TIM at 6.65 euros, representing a 14.16 percent premium over the official price on March 20, 2026, the reference date for the initial announcement.
Analysts at Equita estimated the revised consideration attributes a value of 7.69 euros per TIM share based on recent closing prices, implying a multiple of 8 to 8.4 times estimated 2026-27 domestic EV/Ebitda after lease. Equita maintains a Buy rating on Poste Italiane with a target of 27.40 euros, while TIM carries a Hold recommendation at 7.30 euros.
The cash increase will be funded through bank debt. Poste has signed an amended facility agreement with the syndicate led by JPMorgan, BNP Paribas, Deutsche Bank, Unicredit, and Intesa Sanpaolo. Even with the additional 512 million euros, the combined group's pro-forma leverage is projected at 1.5 times by year-end 2026.
Both stocks fell on the announcement. TIM closed down 3.56 percent at 7.474 euros on September 8, narrowing the market premium over the tender offer to just over 1 percent. Poste Italiane ended down 2.42 percent at 26.25 euros.
What the Numbers Don't Tell You
The low adhesion rate raises a question about whether the higher cash offer will be enough to move institutional holders, many of whom typically wait until the final days before tendering. Poste has also confirmed a standalone dividend policy for 2026 with a payout of 1.25 to 1.30 euros per share, and has committed to a progressive dividend from 2027 — a detail aimed at reassuring existing shareholders that the increased cost of the deal will not erode their returns.
The deal still faces execution risk: even without the threshold, a partial adhesion would leave Poste with a minority control position and limited leverage over TIM's governance.
Sources
- [Il Sole 24 Ore](https://www.ilsole24ore.com/art/poste-italiane-vara-rilancio-tim-ritoccata-componente-cash-AJ0SJT6)
- [Sky TG24](https://tg24.sky.it/economia/2026/09/07/opas-tim-poste-rilancio-cash)
- [Calcio e Finanza](https://www.calcioefinanza.it/2026/09/08/poste-offerta-tim-cash-soglia-minima/)
