Poste Italiane, TIM and the only threshold that never moved

Posted on: 10 September 2026

On the evening of 7 September, after the market had closed and four days before its offer for TIM was due to lapse, the board of Poste Italiane did two things in a single announcement. It raised the cash element of the consideration by 30 cents to €1.97 a share, at a cost of €512m, and it waived the acceptance condition requiring 66.67 per cent of voting rights, the level its own July prospectus described as the qualified majority needed to carry TIM's extraordinary general meetings. The share element was left untouched at 0.218 new Poste shares for every TIM share tendered, exactly where it had been set in March.

The reading in Milan was that a cash top-up showed financial discipline. The constraint is arithmetic, and it can be checked on a phone.

Poste's capital consists of 1,306,110,000 ordinary shares. The Ministry of the Economy holds 29.26 per cent directly and Cassa Depositi e Prestiti, itself controlled by the same ministry, holds a further 35 per cent, which comes to 64.26 per cent, or 839,306,286 shares. On 18 June an extraordinary meeting authorised the board, with 99.81 per cent of those present in favour, to issue a maximum of 371,986,879 new shares, an authority the board took up on 8 July. Consob's resolution 24080 records that the offer covers a maximum of 1,706,361,829 TIM ordinary shares, being 79.896 per cent of the company, the balance of the 429,363,990 shares Poste already owns. Multiply that maximum by 0.218 and the answer is 371,986,879, the authorised issue to the last share. On full acceptance Poste's capital reaches 1,678,096,879 shares and the state's combined holding lands at 50.015 per cent. Had the ratio been 0.22, the issue would have been 375.4m shares and the state would have finished on 49.91 per cent.

So the exchange ratio is not a view on what TIM is worth. It is the point at which the Italian state reaches exactly half of Poste Italiane and stops a fraction short. Everything after that had to be paid in cash, and in September it was. None of this is concealed. The offer document states plainly that public control, direct through the Treasury and indirect through Cdp, will remain above 50 per cent of the capital, a sentence written to reassure Poste's own shareholders about the stability of the register. Read from the other side it is the boundary within which the transaction could be designed at all, and it explains why the paper component has not shifted by a thousandth in five months while every other term has.

British readers will find the second threshold more familiar, because they have one of their own. Under Rule 9 of the Takeover Code, crossing 30 per cent of the voting rights of a UK company obliges the buyer to make a cash offer for the rest, and the only route out is a whitewash approved on a poll by the independent shareholders. Italy sets the trigger at 25 per cent and offers a different exit. Article 106(5) of the consolidated financial act and article 49(1)(e) of Consob regulation 11971 allow a buyer who has gone through the line to stay there provided it undertakes to sell the excess within twelve months and refrains from voting it in the meantime. No poll, no independent shareholders, an undertaking.

Poste reached 24.81 per cent of TIM's ordinary shares in May 2025, buying 15 per cent from Vivendi for €684m, and stated in writing at the time that it did not intend to cross the relevant threshold. This is the same posture Bharti Global adopted in August 2024 when it agreed to buy Patrick Drahi's holding in BT, taking 9.99 per cent immediately and the remaining 14.51 per cent subject to clearance, and settling on a total of 24.5 per cent against a mandatory review trigger of 25 under the National Security and Investment Act, with a Rule 2.8 statement that it would not bid for the company. Two former state monopolies, two large shareholders parking a few tenths of a point below the line that would have forced them into the open.

Bharti has stayed there. On 11 December 2025 Poste bought Vivendi's residual 2.51 per cent for €187m and went to 27.32 per cent, over the line, invoking the exemption and the twelve-month undertaking to sell.

Eleven days later, on 22 December, TIM's board put to its shareholders the conversion of the company's savings shares into ordinaries on a one-for-one basis. The extraordinary meeting and the special meeting of savings shareholders approved on 28 January 2026, and the optional conversion was executed on 20 May. All 6,027,791,699 savings shares became ordinary shares, and Poste's holding fell from 27.32 per cent to 20.104 per cent, the figure that appears both in the offeror's announcement of 22 March and in Consob's July resolution. The excess it had undertaken to sell dissolved without a single share changing hands.

The conversion has its own stated rationale, which is the simplification of TIM's capital structure, and it cost the company up to €723m in cash top-ups to the converting shareholders. I am not saying it was done for Poste's benefit. I am saying that a company crossed a regulatory threshold on an undertaking to come back under it, and came back under it through a resolution of the issuer in which it was the largest shareholder, with an effect already carried as a pro forma figure in Poste's 2025 results presentation before the offer was announced at all. A whitewash leaves a voting record. This left an arithmetic one.

That is the context for the acceptances, which are the reason the September top-up was needed. On 23 July they stood at 0.2988 per cent of the shares subject to the offer. On 30 July, 0.8327 per cent. On 3 September, 4.5377 per cent. On 7 September, 105,090,736 shares, or 6.1588 per cent, after seven weeks of an open window. Meanwhile the value of the offer had climbed without the offeror paying anything at all. At the reference date of 20 March, with Poste at €21.46, the package was worth €6.348 a TIM share and carried a premium of 9.01 per cent. By 4 September, with Poste at €26.90 after a 25 per cent run, the identical package was worth €7.83. The premium was manufactured by the bidder's own share price. A TIM holder who accepts takes €1.97 of certainty and for the rest exchanges exposure to one company for exposure to another, which is the familiar problem of the paper offer and the reason institutions in these situations wait until the final week. TIM's own share count reads oddly to anyone joining now, incidentally, because the company consolidated its shares ten to one on 15 June, which is why Vivendi's €0.2975 in 2025 and today's figures around €7.5 describe the same asset.

Synergies are put at €700m a year within three years. There is still no industrial plan for the combined group.

The calendar from here is tight. Provisional results on 14 September, final on the 17th, settlement on the 18th. Because the acceptance condition was waived, article 40-bis of the issuers' regulation requires the offer to reopen, and it will run again from 21 to 25 September with settlement on 2 October. Above 90 per cent the squeeze-out machinery starts, above 95 per cent it finishes, and neither of those thresholds requires the consent of anyone who declined.

The number worth watching is none of these. The 66.67 per cent existed to carry extraordinary meetings, which means to carry a merger, which means to build the integrated group that has been described since March. Poste has given it up while saying it will buy whatever is tendered. If no merger proposal appears by 2027, that figure was never a condition of the offer's effectiveness. It was a description of the offer, and descriptions can be revised in an evening.

Two thresholds gave way in nine months. The one that has not moved by a decimal place is not written into the offer at all.