The conditions of the Kkr takeover bid on Tim
After the colossus AT&T in 2006, another American investor comes forward for Tim: is the bottom Kkr with a’Opa. At the end of a long meeting lasting about four hours, a board of directors to this of the telephone company, after the rumors circulated, has lifted the veil on terms of the offer launched by the institutional investor based on a New York that manages 430 billion dollars and with a passion for investments in digital and tech.
Kohlberg Kravis Roberts&co intends to get his hands on on 100% of the capital (ordinary and savings shares) ofex Sip to delist it and as a condition for the success of the operation it sets the achievement of the minimum membership threshold of 51% of the capital of both share categories.
The offer that was defined by Kkr, formerly a business partner with Tim as it owns 37.5% of FiberCop, the company to which the telephone group has contributed the last mile of the network, “friendly“puts on the table a value of € 0.505 per share entirely cash, evaluating the company as a whole about 11 billion, 57% more than the current value of the group.
The 46% premium offered to shareholders
In Piazza Affari, where the stock at the close on Friday was worth € 0.3465, Tim capitalizes on 5.176 billion euros. Low value that played a key role in convincing the US fund to move to the company. The € 0.505 offered constitutes a 46% shareholder bonus.
The operation is handled for Kkr from London by Alberto Signori, managing director responsible of business infrastructure for Europe, the Middle East and Africa and aspires to obtain the double approval both of board led by the Ceo Luigi Gubitosi (manager who ended up in the crosshairs of criticism for the management by 11 directors, the subject of concern also of the board of statutory auditors and that the first French shareholder – with 23.75% – Vivendi wants to discourage) he was born in management both of Government than for asset strategic national importance in the belly of Tim, such as the network and internet cables of Telecom Sparkle, can exercise the Golden Power.
In addition to the double green disk of management and Palazzo Chigi, the stars and stripes fund also conditioned the offer to one due diligence four weeks on the accounts of the company in whose capital there is also the Cassa Depositi e Prestiti (and the president Giovanni Gorno Tempini in the Board of Directors) with a 9.81% share (in the financial statements at an average book value of approx 0,67 euro).
The Mef: creation of an ssupercommittee of ministers and technicians to “follow” the dossier
Pending the opinion of the two main shareholders of Tim, the Ministry of Economy, present in the capital of the former Sip through Cdp, has made it known that a supercommittee of ministers and technicians industry experts to evaluate the dossier, above all from the point of view of the impact on strategic assets for the country.
Although it was already leaked from Chigi yesterday that in the face of a market operation, the executive intends to maintain its neutrality closely monitoring the infrastructure investments (fundamental chapter at a time when the country is grappling with the grounding of the billionaire projects of the Recovery Plan, in particular the plan for the digital transition) and the protection of employment (in all, beyond 40 thousand workers) on which the trade unions have already raised the alarm yesterday in a phase of uncertainty and instability that is characterizing the business of the telephone company.
The supercommittee should also include the ministers involved (from the Minister of Economy Daniele Franco to that for Digital Innovation, Vittorio Colao up to the Minister of Economic Development Giancarlo Giorgetti and to the undersecretary to the presidency Francesco Gabrielli) also the economists and experts of Palazzo Chigi and Mef, Francesco Giavazzi (economic advisor to the presidency of the Council), Roberto Garofoli and Giuseppe Chinè.
In the morning, the media company transalpina controlled by Vincent Bollorè had reiterated that he was “a long-term investor“since the initial entry into the group and had confirmed” the willingness to work alongside the Italian authorities and of public institutions for long-term success“, firmly denying having had” discussions with any fund and, more specifically, with Cvc“, to put forward an alternative plan to oppose that of Kkr. Version confirmed by the same Cvc, in tandem with the bottom Advent who denied contact with the French.
The two funds Advent and Cvc ready for solutions to strengthen Tim
At the same time, however, the two funds said they were “open to discussing with all stakeholders to find a system solution for the strengthening of Tim. “What Vivendi will do now, will prepare the raise as has been rumored in the last few hours or will a heavy loss go to the collection? The Paris note was read as the will of Bollorè, represented in the council in primis gives Arnaud de Puyfontaine, from remain in the shareholding structure, countering the ambitions of the Americans.
The next appointment set on the agenda is that of a new extraordinary Board convened, after being solicited by two thirds of the board and by the board of statutory auditors with two letters, from the president Salvatore Rossi per Friday 26. Also on the agenda theme of governance which suggests the exit of the Ceo even if the extraordinary moment would advise Paris to be more cautious. We will see, in the meantime, eyes tomorrow morning onopening of Piazza Affari, where the title Tim it will be immediately popular with investors.