There are a few hours left after which the veil will be lifted on the offer of the KKR fund for Tim’s network. The deadline for submitting the binding proposal is set for tomorrow, October 15th. Once received, the offer will have to be examined by the advisors of the group led by Pietro Labriola and then discussed by an ad hoc board of directors which should probably be convened by the first days of November. The group’s financial calendar already foresees a board meeting for November 8, but in that case the directors will mainly have to approve the accounts for the third quarter of 2023 so among the options there will be that of convening two separate boards of directors.
In any case, the content of KKR’s proposal will be fundamental in determining the subsequent steps of the operation. Unless an offer is clearly improved compared to the one that led to the exclusive negotiation, it is probable that Tim’s board of directors will opt to convene a “consultative” and non-deliberative meeting by mid-December, an appointment that it would allow the board members to check with the shareholders the satisfaction of the offer.
The decision will obviously be up to the board which, moreover, is in possession of a series of legal opinions according to which for a decision such as the one concerning the sale of Netco (the company to be formed into which Tim’s infrastructure assets will flow) it would not be necessary to convene a meeting ‘assembly. Opinions which were requested by the company and which in recent days had led some operators on the market to hypothesize that the board was oriented towards launching the network operation without consulting the shareholders. An option that yesterday seemed unlikely.
On Tim and the creation of a single network (with the merger with Open Fiber) «we must find a solution and I am confident that it will be found, as regards the national network, with the intervention of an international fund demonstrating how this government be open” to foreign investments, commented yesterday the Minister of Business and Made in Italy, Adolfo Urso.
Yesterday, Piazza Affari, betting on the arrival of the KKR offer, pushed the Tim stock which closed up by almost 1.5%, even if few expect substantial news from the US fund. The proposal for Netco should be around 20 billion (10 billion in debt and 10 billion in equity) with approximately another 3 billion in earn-outs linked to the future integration with Open Fiber. Of course, the details will make the difference, from the number of employees who will remain in the network company to the conditions contained in the master service agreement, the contract that will regulate future relationships between Netco and Tim.
The memorandum signed between the American fund and the Ministry of Economy and Finance then provides that in the future network company the ministry led by Giancarlo Giorgetti, which would have made available up to 2.5 billion, will hold a share of up to 20% of Netco. The Council of Ministers has approved a Prime Ministerial Decree in this sense, but the agreements will only become operational after the opinion of the Court of Auditors. The F2i fund, on the other hand, has signed a series of commitment letters which give it the possibility of acquiring up to 15% of the network company. In the background, the position of Vivendi, Tim’s relative majority shareholder with 24%, which a few days ago met with government representatives expressing its concerns regarding the operation, remains to be understood.
2023-10-14 06:46:00
#Tim #heres #American #offer
