AI assistant
Poste Italiane M&A Activity 2026
4431_rns_2026-03-23_54061ca4-62a6-4a2b-8c33-e4257f600a2b.pdf
M&A Activity
Open in viewerOpens in your device viewer
Notices d'autorité
(en)ít. de
(en)fr. de
(en)fr. de
(en)fr. de
(en)fr. de
POSTE ITALIANE
The Connecting Platform
TIM: THE PERFECT FIT ENABLING GROWTH
Voluntary Public Exchange and Cash Offer by Poste Italiane on TIM
23 MARCH 2026
Teleborsa: distribution and commercial use strictly
Poster
emarket
and storage
in
AN UNDISPUTED SYSTEMIC NATIONAL CHAMPION
TIM AS THE PERFECT FIT ACCELERATING FUTURE PLATFORM GROWTH
- A CLEAR STRATEGIC VISION: CULMINATION OF OUR 9-YEAR PLATFORM JOURNEY BY STRENGTHENING POSTE ITALIANE AS THE KEY ENABLER OF ITALY'S DIGITAL TRANSFORMATION THROUGH ADDITION OF TIM'S NON-REPLICABLE ASSETS
- ACQUISITION OF A MARKET LEADING CONNECTIVITY AND TECH COMPANY REPRESENTING A UNIQUE ASSET BEST POSITIONED TO CAPITALIZE ON ADVANCED E2E DIGITAL CONNECTIVITY SERVICES
- TIM IS THE PERFECT FIT FOR POSTE ITALIANE'S RETAIL PLATFORM JOURNEY, ADDING AN ICONIC UPMARKET BRAND DELIVERED BY OUR UNMATCHED DIGITAL AND PHYSICAL DISTRIBUTION NETWORK TO THE LARGEST CLIENT BASE IN ITALY (36M FINANCIAL AND 30M CONNECTIVITY CLIENTS)
- A FUNDAMENTAL STEP IN THE CREATION OF A CRITICAL INFRASTRUCTURE SERVICE PROVIDER FOR PA AND ENTERPRISES, PROMOTING CLOUD SOVEREIGNTY AND DATA CONFIDENTIALITY WHILE HARNESSING POTENTIAL OF DIGITAL EVOLUTION OF THE ITALIAN ECONOMY
- COMBINATION BRINGS SIGNIFICANT VALUE CREATION FOR ALL SHAREHOLDERS THROUGH CLEARLY IDENTIFIABLE INCREMENTAL REVENUES AND COST EFFICIENCIES (>€0.7BN RUN-RATE¹), HIGHER SCALE AND OPERATING LEVERAGE, A DIVERSIFIED, RESILIENT AND CASH GENERATING BUSINESS MIX
- STABLE CORPORATE GOVERNANCE ENSURING CLEAR MANDATE TO CREATE VALUE FOR ALL STAKEHOLDERS - LARGE AND LIQUID FREE-FLOAT SUPPORTED BY HIGH-QUALITY SHAREHOLDER BASE
- COMPELLING FINANCIAL PROPOSITION FOR POSTE ITALIANE SHAREHOLDERS: EPS ACCRETIVE FROM 2027 WITH DOUBLE-DIGIT ACCRETION FROM 2028², 2026 GUIDANCE IMPLIED DPS CONFIRMED, PRO-FORMA LEVERAGE CONSISTENT WITH CURRENT CREDIT RATING³
- HIGHLY ATTRACTIVE OFFER TERMS FOR TIM SHAREHOLDERS - 0.0218 POSTE ITALIANE'S NEWLY ISSUED ORDINARY SHARES AND A €0.167 CASH COMPONENT FOR EACH TIM SHARE TENDERED - OFFER PRICE⁴ OF €0.635 CORRESPONDING TO A PREMIUM OF 9.01%⁵, AND A >15% VALUE ACCRETION ON TIM MARKET CAP⁶
-
EXPECTED CLOSING OF THE TRANSACTION BY Q4-26
-
Run-rate for revenues refers to 3 years and for costs refers to 2 years post completion of the deal; 2. Including phased-in synergies, excluding one-off integration costs; 3. BBB+ (S&P), Baa2 (Moody's), BBB+ Scope; 4. Based on Poste Italiane official price as of 20th March 2026 of €21.46; 5. Calculated on TIM official price as of 20th March 2026 of €0.5825; 6. Based on NPV of expected synergies of c.€4.5bn
Teleborsa: distribution and commercial use strictly
Poster
emarket
service
company
n
POSTE ITALIANE NINE-YEAR PLATFORM JOURNEY
STRATEGIC PILLAR FOR ITALIAN ECONOMY - CONSISTENTLY GENERATING VALUE FOR ALL STAKEHOLDERS
CONNECTING CITIZENS, BUSINESSES AND PUBLIC ADMINISTRATIONS
SERVING ITALY'S LARGEST CLIENT BASE
LEADERSHIP POSITION IN EVERY SECTOR
- No1 IN MAIL AND B2C PARCEL²
- €600BN³ OF TFAs
- LEADING ITALIAN LIFE INSURANCE COMPANY
- No1 IN PAYMENTS WITH €95BN³ TRANSACTION VALUE
- 5M TELCO AND >1M ENERGY CLIENTS
CREATING VALUE FOR ALL STAKEHOLDERS AND THE COUNTRY
| >€100bn | >200k | >€17bn |
|---|---|---|
| CONTRIBUTION TO GDP (2018-25) | EMPLOYMENT¹ (2025) | TAX REVENUES (2018-25) |
SUPPORTING SOCIAL COHESION AND REDUCING DIGITAL DIVIDE
7k
POLIS POST OFFICES
30m⁴
DIGITAL IDENTITIES (SPID)
95%⁵
POPULATION COVERAGE
PROVEN TRACK RECORD IN DELIVERING FINANCIAL RESULTS
+3%
REVENUES
CAGR 2017-25
+14%
ADJUSTED EBIT
CAGR 2017-25
+16%
NET PROFIT
CAGR 2017-25
c.€9bn⁶
CUMULATED DIVIDENDS
2018-25
- Includes direct and indirect employment; 2. Excluding Amazon; 3. Data refers to 2025; 4. Of which 24m active; 5. % of the population within 5 min. (or 2.5km) of a Pick-Up & Drop-off point (incl. Post Offices); 6. On accrual basis, it includes final installment of 2025 dividend to be paid, following AGM approval, in June 2026;
Telebors: distribution and commercial use strictly
Poster
emarket:
air storage
address:
cermas
OUR STRATEGIC VISION: POSTE ITALIANE AS THE ENABLER OF ITALY'S DIGITAL TRANSFORMATION
Evolve from leading distribution network to the Country's primary digital infrastructure - a 9-year journey
Value creation no longer defined solely within the boundaries of traditional sectors - convergence of physical and digital worlds
Enable next-generation architectures connecting people, devices, algorithms and intelligence agents in real time
Control of infrastructure underpinning physical / digital conversion - networks, cloud, edge computing, data, digital IDs - critical to securing a sustainable competitive strength
Culmination of a long-term project - developed a strong conviction on strategic rationale and fit with our platform business model following the initial stake acquisition leading to decision to pursue full control of TIM
ADDING 3 NON-REPLICABLE ASSETS TO OUR PLATFORM
-
NATIONAL CONNECTIVITY NETWORK
-
LEADING CLOUD AND DATA CENTER INFRASTRUCTURE
-
SECURE AND SOVEREIGN CONNECTIVITY SERVICES TO PA AND ENTERPRISES
Teleborsa: distribution and commercial use strictly
Poster
emarket
and storage
azermas
A UNIQUE ASSET BEST POSITIONED TO CAPITALIZE ON ADVANCED E2E DIGITAL CONNECTIVITY SERVICES
TIM CONSUMER
-
1 integrated telco player in the Italian market
- Large customer base, supported by a highly recognized brand
- Nationwide 5G coverage through best-in-class infrastructure in the Italian market
FY-25 Revenues (€bn) 6.0
TIM ENTERPRISE
- Sovereign digital champion, supporting Italy's cloud transition and AI adoption
- Connectivity, cloud, Security and IoT offerings serving large corporates and PAs
- Ability to address growth opportunities in Cloud computing, Cybersecurity and IoT
FY-25 Revenues (€bn) 3.5
TIM BRASIL (67% owned)
- Leading mobile player in Brazil
- High growth market, attractive industry structure and strong demand for data
- Strong cash flow and profitability generation
FY-25 Revenues (€bn) 4.2
- SIM market share as reported by AGCOM as of Sep-25
% contribution to
Total revenues
Telebors: distribution and commercial use strictly
Poster
emarket: ecr usage
THE PERFECT DOMESTIC FIT - ACCELERATING GROWTH OF POSTE ITALIANE PLATFORM JOURNEY
CONSUMER
☑ Integration of Poste Mobile in TIM: seamless evolution given existing MVNO supply contract
TIM: an iconic upmarket brand delivered by Poste Italiane physical and digital Platform
Cross/up-selling opportunities: leveraging both Groups' extensive retail client bases and comprehensive product portfolios
SuperApp: a fully scalable platform capable of quickly integrating TIM products allowing a seamless User Experience - Supporting digital sales and drive to PO
Teleborsa: distribution and commercial use strictly
Poster
emarket
with storage
in mmmm
SEMINAR
THE PERFECT DOMESTIC FIT TO POSTE ITALIANE PLATFORM JOURNEY
PUBLIC ADMINISTRATION & ENTERPRISES
PUBLIC ADMINISTRATION
- Critical infrastructure delivering high quality, secure digital services to PA
- >20k clients across Public Administrations
- Polo Strategico Nazionale (National Cloud Hub)
- Strategic partner for the Cloud to cybersecurity, data sovereignty and AI journeys
- 644+ PAs signed / c.€4bn of estimated current contract value up to 2035
ENTERPRISES
- Leading Enterprise commercial footprint in Italy (>8k clients)
- Connectivity and cloud services accelerating digital evolution of Italian enterprises, through cybersecurity, IoT and agentic-AI solutions with an E2E approach, and reducing SME digital divide to the benefit of the broader Italian economy
- Complementary product portfolio supporting growth of Poste Italiane logistics, insurance and financial services across the corporate client base
STRENGTHENING CLOUD SOVEREIGNTY AND DATA CONFIDENTIALITY
IN LINE WITH ROADMAP DEFINED BY EU INSTITUTIONS
Telebors: distribution and commercial use strictly
Poster
emarket: edr storage
cammiss
ITALY'S INTELLIGENT INFRASTRUCTURE SUPPORTING GROWTH
POWERING INNOVATION AND AI ADOPTION ACROSS THE COUNTRY
Posteitaliane
- 9 years Hybrid Cloud native DNA
- Largest Italian client base 46m
- 27m average daily client interactions
+
TIM
- National fixed & mobile network
- Leading cloud & datacenter infrastructure
- Sovereign infrastructure for PA & enterprises
Hybrid Sovereign Cloud
PSN backbone | 90% cloud native
Talent Attraction
IT Staff Ready for AI disruption
Al-Driven company
Proprietary agentic AI platform | Al-driven
Business transformation
Distributed Computing Backbone (Cloud to Edge infrastructure)
Edge | Low Latency access network
Data Sovereignty + Data Mesh
Proprietary new generation Data Platform
High-Performing proprietary network
Fixed and Mobile
ITALY'S INTELLIGENT INFRASTRUCTURE
| 18 | 75k |
|---|---|
| Data Centers | MIPS¹ |
| ~150 MW | PSN |
22k
- 4G/5G Sites
- >99% coverage
1.1m km
- Fiber Network
- 60+ Tbps² | 32 PoP³ | 3.7k regional PoP³
4000+
- Skilled professionals
- engineers + operations
4bn+
- AI Transactions
- analyzed yearly
AI-READY | DATA DRIVEN WITH DATA MESH | CLOUD SOVEREIGN | DRIVING THE COUNTRY INTO THE AI ERA
- Million instructions per second; 2. Terabits per second; 3. Point of Presence
Teleborsa: distribution and commercial use strictly
Poster
emarket:
air storage
address:
azemnas
UNLOCKING SIGNIFICANT VALUE FOR ALL SHAREHOLDERS THROUGH INCREMENTAL REVENUE GENERATION AND COST EFFICIENCIES
INCREMENTAL REVENUES
☑ Distribution of TIM’s connectivity offering via Poste Italiane’s retail distribution network and SuperApp
☑ From Connectivity and Cloud services through E2E cybersecurity, IoT and Agentic AI solutions for Italian Public Administration and Enterprises
☑ Poste Italiane logistics, insurance and financial services across the TIM enterprise client base
> €0.2bn run-rate¹
COST EFFICIENCIES
☑ Optimization of combined cost base by consolidating central functions, procurement activities, IT and back-office, preserving employment levels through redeployment in high growth areas
☑ Increased return of marketing and advertising investments by improving client targeting and leveraging Poste Italiane’s unmatched distribution capabilities
☑ Cost of funding improvement driven by sound leverage profile, diversified, resilient cash flow generation and capital structure optimization
€0.5bn run-rate¹
€0.7bn pre-tax one-off integration costs to be expensed mainly in 2026-27
ADDITIONAL UPSIDE FROM POSTE ITALIANE INSTITUTIONAL SUPPORT TO TELCO SECTOR REVAMP
- Run-rate for revenues refers to 3 years and for costs refers to 2 years post completion of the deal
Teleborsa: distribution and commercial use strictly
Poster
emarket:
air storage
0000000000000000000000000000000000000000000
HIGH-QUALITY SHAREHOLDERS BASE PROVIDING CLEAR STRATEGIC DIRECTION AND STABLE CORPORATE GOVERNANCE
Pro-forma shareholder structure
☑ Majority ownership by the Italian Government ensures long-term stability and a clear strategic mandate to create value for all stakeholders
☑ Maintain strong alignment of interests to deliver competitive and sustainable shareholder returns
☑ Large and liquid free float supported by a high-quality shareholder base, including leading international and Italian institutional investors (with significant current overlap) alongside a broad retail investor base (c.15%) - additional support from passive index-based funds
Teleborsa: distribution and commercial use strictly
Poster
emarket
edr storage
www.ee.com
SEEMING
INCREASED SCALE & DIVERSIFICATION, DRIVING OPERATING LEVERAGE AND ACCELERATING GROWTH
SIGNIFICANT VALUE CREATION AND ACCRETION ACROSS KEY FINANCIAL METRICS
Pro-forma Market cap
Pro-forma
FY-25 Revenues
- Connectivity & Technology
- Financial & Insurance
- Logistics & Distribution
FY-25 pro-forma
FY-25 pro-forma + run-rate synergies
BEST POSITIONED TO DELIVER LONG-TERM SUSTAINABLE RETURNS
COMPETITIVE DIVIDEND POLICY TO BE ANNOUNCED WITH NEW BUSINESS PLAN POST TRANSACTION COMPLETION BY Q4-26
- Excluding value of potential synergies; 2. Based on NPV of expected synergies of c.€4.5bn; 3. Poste Italiane EBIT refers to Adjusted EBIT; 4. Including phased-in synergies, excluding one-off integration costs; 5. Calculated as Net Debt excluding leasing liabilities (IFRS16) divided by EBITDA after lease cost excluding synergies; 6. BBB+ (S&P), Baa2 (Moody's), BBB+ Scope
Teleborsa: distribution and commercial use strictly
Poster
emarket:
air storage
address:
azemnas
TRANSACTION STRUCTURE AND CONSIDERATION OFFERED
- Voluntary Public Exchange and Cash Offer on all the ordinary shares of TIM (including those that will be issued as consequence of the conversion of savings shares) aimed at acquiring the entire share capital of TIM and secure the delisting of TIM shares
- Poste Italiane to offer 0.0218 newly issued ordinary shares and €0.167 cash component for each TIM share tendered
- Offer price of €0.635 and a premium of 9.01%¹, equal to a total consideration of c.€10.8bn
- Conditions:
- Prior to publication of Offer documents: Bank of Italy approval and EGM approval to the share capital increase reserved to the Offer
- Conditions of effectiveness of the Offer would include inter alia (i) reaching a stake equal to at least 66.67% share of the TIM’s share capital as of the date, (ii) other approvals from relevant Antitrust and communication authorities, (iii) golden power clearance
- Expected closing of the transaction by Q4-26
| PREMIUM ANALYSIS | |
|---|---|
| PREMIUM VS. TIM SHARE PRICE¹ | |
| Last trading day | 9.01% |
| 1M VWAP | 3.67% |
| 3M VWAP | 9.87% |
| 6M VWAP | 18.38% |
| 12M VWAP | 40.52% |
- Based on official price as of 20th March 2026
Teleborsa: distribution and commercial use strictly
Poster
emarket:
service:
0000000000000000000000000000000000000
INDICATIVE TIMELINE OF THE TRANSACTION
| 2026 | 22 March | Deal announcement and Poste Italiane Notice pursuant to Art. 102 |
|---|---|---|
| Mid April | Exchange and Cash Offer Document filing and regulatory filings | |
| June | EGM for capital increase approval | |
| July | Bank of Italy authorization and Consob Approval of the Exchange and Cash Offer Document - start of the Exchange and Cash Offer period | |
| By Q4-26 | Combined business plan presentation post transaction completion |
Teleborsa: distribution and commercial use strictly
Poster
emarket
sion
THIS DOCUMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR IN ANY OTHER COUNTRY IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE LAWS AND REGULATIONS OF SUCH JURISDICTION. THE INFORMATION PROVIDED IN THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL ANY SECURITIES OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OF AMERICA, OR IN ANY OTHER COUNTRY IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.
The Offer will not be made, directly or indirectly, in the United States of America, Canada, Japan, Australia or any other jurisdictions where such Offer is not authorized or to any person to whom it is not lawful to make such offer. The Offeror accepts no liability for any violation by any person of the above-mentioned restrictions.
This Notice and any other document issued by the Offeror in relation to the Offer do not constitute, nor do they form part of, an offer to buy or exchange, or a solicitation of an offer to sell or exchange securities in the United States of America or in the other country in which such an offer or solicitation is not authorized. Securities cannot be offered or sold in the United States unless they have been registered pursuant to the U.S. Securities Act of 1933, as subsequently amended (the "Securities Act"), or are exempt from registration pursuant to U.S. applicable laws. The securities offered in the context of the transaction described in this Notice will not be registered pursuant to the Securities Act.
The Offeror does not intend to carry out a public offer of securities in the United States. The Offeror has not made any determination as to a possible extension of the Offer into the United States of America and reserves all rights in this regard in compliance with applicable U.S. laws and regulations.
The content of this document has a merely informative and provisional nature and is not to be construed as providing investment advice. The statements contained herein have not been independently verified. No representation or warranty, either express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, correctness or reliability of the information contained herein. Neither Poste Italiane S.p.A. nor any of its representatives shall accept any liability whatsoever (whether in negligence or otherwise) arising in any way in relation to such information or in relation to any loss arising from its use or otherwise arising in connection with this document. By accessing these materials, you agree to be bound by the foregoing limitations.
This presentation contains certain forward-looking statements, projections, objectives, estimates and forecasts reflecting the Poste Italiane S.p.A. management's current views with respect to certain future events. Forward-looking statements, projections, objectives, estimates and forecasts are generally identifiable by the use of the words "may," "will," "should," "plan," "expect," "anticipate," "estimate," "believe," "intend," "project," "goal" or "target" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without limitation, those regarding estimated sinergies following the completion of the transaction, and impact on profits. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements as a prediction of actual results. The Poste Italiane S.p.A.'s ability to achieve its projected objectives or results is dependent on many factors which are outside management's control. Actual results may differ materially from (and be more negative than) those projected or implied in the forward-looking statements. Such forward-looking information involves risks and uncertainties that could significantly affect expected results and is based on certain key assumptions. All forward-looking statements included herein are based on information available to Poste Italiane S.p.A. as of the date thereof. Poste Italiane S.p.A. undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to Poste Italiane S.p.A. or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.