Telecom Italia – Disposal of a minority stake in Inwit

On April 14th 2022, TIM signed an agreement with Impulse I (an Ardian-led consortium’s SPV), involving the disposal of a 12.4% indirect stake in Inwit S.p.a..

Closing of the transaction is subject to Golden Power, Antitrust approval and other customary CPs.

Mediobanca acted as sole Financial Advisor to Telecom Italia (“TIM”).

Transaction is envisaged as follows:

  • TIM to sell a 41% stake in Daphne, a holding company controlled by TIM and owning a 30.2% stake in INWIT, for a total consideration of c. €1.3bn
  • TIM to retain a minority stake of 10% in Daphne, i.e. c. 3% stake in INWIT, which would grant minority governance rights over both Daphne and INWIT
  • Reimbursement of the remaining portion of the vendor loan originally granted by TIM to Impulse I in the context of the acquisition of a 49% stake in Daphne by Impulse I (Oct-2020)
  • Contextually, TIM will also benefit from a dividend recap at Daphne level.

The transaction is based on INWIT implied share price of €10.75/sh. cum-dividend (higher than the €9.47/sh. ex-dividend paid by Impulse I for the acquisition of the 49% of Daphne in Oct-2020).

Subject to closing having occurred, the transaction also provides for Daphne to sell a number of INWIT shares to prevent the triggering of a Mandatory Tender Offer. 

With over 22,000 sites, INWIT is the largest operator of wireless telecommunications infrastructure in Italy and among the top players in Europe. INWIT’s shares are listed in the FTSE MIB, with a current market cap. of c. €10bn.