A €13.4 Billion Tender Offer Pushes Italy's Postal Giant Past the Two-Thirds Threshold in Telecom ItaliaPoste Italiane has crossed the finish line on one of the most consequential corporate takeovers in recent Italian business history. On September 11, 2026, at the close of its tender offer's acceptance period, the postal and financial services group announced provisional results showing it now holds roughly 66.627% of Telecom Italia's (TIM) share capital, decisively surpassing the two-thirds threshold the company had set as its target.The path here stretches back well before this year. Poste first became TIM's largest shareholder in 2025, after striking a deal with French media group Vivendi to acquire an additional 15% stake, bringing its position to around 20.1% of the telecom operator's capital. That made Poste TIM's dominant shareholder, but not yet its controller. What followed was a deliberate, months-long campaign to convert that leading position into outright control.How the Offer Actually WorkedPoste formally launched its voluntary tender offer, known in Italian regulatory terms as an OPAS (Offerta Pubblica di Acquisto e Scambio), on July 20, 2026, structured as a mixed cash-and-share deal rather than a pure cash buyout. Under the original terms, TIM shareholders who tendered their shares would receive a combination of cash plus newly issued Poste Italiane shares, valuing the overall operation at approximately €13.4 billion.With the acceptance window approaching its close and adhesion running behind the pace needed to comfortably clear the two-thirds mark, Poste sweetened the deal on September 7. The company raised the cash component by €0.30 per TIM share, bringing it to €1.97 per share, while keeping the share-exchange ratio unchanged at 0.218 newly issued Poste shares for every TIM share tendered. At the same time, Poste dropped the minimum acceptance threshold it had originally attached to the offer, a move that made the deal executable even if final participation came in below the 66.67% target, while signaling the company's confidence it would clear that bar regardless. Under the final terms, TIM shareholders tendering shares stood to receive a package worth roughly €7.66 to €7.74 per share, depending on Poste's own trading price at the time of calculation, comfortably above where TIM shares had been trading on the open market for much of the year. Crossing the ThresholdThe gamble paid off. By the close of the acceptance period at 5:30pm on September 11, a total of 993,608,722 TIM financial instruments had been tendered into the offer, equivalent to 58.2297% of the shares actually targeted by the offer. Combined with the roughly 20.1% Poste already held going into the tender period, that pushed Poste's total stake to approximately 66.627% of TIM's overall share capital, and about 79.9% of the specific tranche of shares the offer was targeting. Notably, TIM's own top management participated directly in the tender, with CEO Pietro Labriola and other senior executives adding their shares to the offer, a signal read by market observers as an internal vote of confidence in the deal. Why 66.67% Was the Number That MatteredThe specific threshold Poste was chasing wasn't arbitrary. Under Italian corporate law, holding two-thirds of a company's share capital gives a shareholder decisive control over extraordinary shareholder meetings, the kind of supermajority needed to push through major structural changes, including a potential delisting from Euronext Milan. Poste's own offer documentation was explicit on this point: falling short of 66.67% would have left TIM only partially controlled, still publicly listed, and unable to deliver the full scope of industrial synergies the deal was built around. Poste has projected at least €700 million in annual synergies from full integration with TIM, split between roughly €500 million in reduced costs and cheaper financing, and more than €200 million in additional revenue. Cost synergies are expected to be fully realized within two years, commercial synergies within three, though achieving them will require an estimated €700 million in one-time restructuring costs along the way. What Happens NextThe deal isn't fully closed yet. Definitive results from this first acceptance round are due September 17, with payment to tendering shareholders following on September 18. A mandatory reopening of the offer, standard procedure once Poste chose to waive its minimum threshold condition, gives shareholders who missed the first window a second chance to tender between September 21 and 25. Poste's CEO, Matteo Del Fante, has been careful to frame the takeover in terms designed to reassure both markets and Rome. He's stated publicly that TIM will remain a stand-alone company rather than being absorbed outright, and has pushed back on any suggestion the Italian government orchestrated the deal, noting dryly that Poste has been eyeing Telecom Italia for five years across multiple changes of government, undercutting any narrative of political engineering behind the timing. On the ownership structure, Del Fante has also confirmed that combined state control, through the Ministry of Economy and Finance and state investment vehicle Cassa Depositi e Prestiti, will remain above 50% even after the transaction closes, preserving the Italian state's ultimate grip on both companies even as their corporate structures merge. A New Italian Corporate GiantWith the transaction now past its critical threshold, attention shifts to what Poste actually builds with its new majority stake. A combined industrial plan covering both companies is expected by the fourth quarter of 2026, once the operation fully closes, alongside a new dividend policy Poste has promised will be more competitive than TIM's standalone payouts in recent years. For now, the headline fact is straightforward: after five years of circling, Poste Italiane has converted its position as TIM's largest shareholder into outright control, reshaping the ownership structure of Italy's largest telecommunications operator in the process. Ph: PhotoLife_Style / Shutterstock.com

Poste Italiane has crossed the finish line on one of the most consequential corporate takeovers in recent Italian business history. On September 11, 2026, at the close of its tender offer's acceptance period, the postal and financial services group announced provisional results showing it now holds roughly 66.627% of Telecom Italia's (TIM) share capital, decisively surpassing the two-thirds threshold the company had set as its target.The path here stretches back well before this year. Poste first became TIM's largest shareholder in 2025, after striking a deal with French media group Vivendi to acquire an additional 15% stake, bringing its position to around 20.1% of the telecom operator's capital. That made Poste TIM's dominant shareholder, but not yet its controller. What followed was a deliberate, months-long campaign to convert that leading position into outright control.Poste formally launched its voluntary tender offer, known in Italian regulatory terms as an OPAS (Offerta Pubblica di Acquisto e Scambio), on July 20, 2026, structured as a mixed cash-and-share deal rather than a pure cash buyout. Under the original terms, TIM shareholders who tendered their shares would receive a combination of cash plus newly issued Poste Italiane shares, valuing the overall operation at approximately €13.4 billion. With the acceptance window approaching its close and adhesion running behind the pace needed to comfortably clear the two-thirds mark, Poste sweetened the deal on September 7. The company raised the cash component by €0.30 per TIM share, bringing it to €1.97 per share, while keeping the share-exchange ratio unchanged at 0.218 newly issued Poste shares for every TIM share tendered. At the same time, Poste dropped the minimum acceptance threshold it had originally attached to the offer, a move that made the deal executable even if final participation came in below the 66.67% target, while signaling the company's confidence it would clear that bar regardless. Under the final terms, TIM shareholders tendering shares stood to receive a package worth roughly €7.66 to €7.74 per share, depending on Poste's own trading price at the time of calculation, comfortably above where TIM shares had been trading on the open market for much of the year. The gamble paid off. By the close of the acceptance period at 5:30pm on September 11, a total of 993,608,722 TIM financial instruments had been tendered into the offer, equivalent to 58.2297% of the shares actually targeted by the offer. Combined with the roughly 20.1% Poste already held going into the tender period, that pushed Poste's total stake to approximately 66.627% of TIM's overall share capital, and about 79.9% of the specific tranche of shares the offer was targeting. Notably, TIM's own top management participated directly in the tender, with CEO Pietro Labriola and other senior executives adding their shares to the offer, a signal read by market observers as an internal vote of confidence in the deal. The specific threshold Poste was chasing wasn't arbitrary. Under Italian corporate law, holding two-thirds of a company's share capital gives a shareholder decisive control over extraordinary shareholder meetings, the kind of supermajority needed to push through major structural changes, including a potential delisting from Euronext Milan. Poste's own offer documentation was explicit on this point: falling short of 66.67% would have left TIM only partially controlled, still publicly listed, and unable to deliver the full scope of industrial synergies the deal was built around. Poste has projected at least €700 million in annual synergies from full integration with TIM, split between roughly €500 million in reduced costs and cheaper financing, and more than €200 million in additional revenue. Cost synergies are expected to be fully realized within two years, commercial synergies within three, though achieving them will require an estimated €700 million in one-time restructuring costs along the way. The deal isn't fully closed yet. Definitive results from this first acceptance round are due September 17, with payment to tendering shareholders following on September 18. A mandatory reopening of the offer, standard procedure once Poste chose to waive its minimum threshold condition, gives shareholders who missed the first window a second chance to tender between September 21 and 25. Poste's CEO, Matteo Del Fante, has been careful to frame the takeover in terms designed to reassure both markets and Rome. He's stated publicly that TIM will remain a stand-alone company rather than being absorbed outright, and has pushed back on any suggestion the Italian government orchestrated the deal, noting dryly that Poste has been eyeing Telecom Italia for five years across multiple changes of government, undercutting any narrative of political engineering behind the timing. On the ownership structure, Del Fante has also confirmed that combined state control, through the Ministry of Economy and Finance and state investment vehicle Cassa Depositi e Prestiti, will remain above 50% even after the transaction closes, preserving the Italian state's ultimate grip on both companies even as their corporate structures merge. With the transaction now past its critical threshold, attention shifts to what Poste actually builds with its new majority stake. A combined industrial plan covering both companies is expected by the fourth quarter of 2026, once the operation fully closes, alongside a new dividend policy Poste has promised will be more competitive than TIM's standalone payouts in recent years. For now, the headline fact is straightforward: after five years of circling, Poste Italiane has converted its position as TIM's largest shareholder into outright control, reshaping the ownership structure of Italy's largest telecommunications operator in the process. Ph: PhotoLife_Style / Shutterstock.com