TIM and Ardian, a world-leading private investment house, have reached an agreement for the acquisition, by a consortium led by Ardian, of an additional 41% stake in the jointly owned holding company Daphne 3, which in turn holds a 30.2% stake in Infrastrutture Wireless Italiane (INWIT).
Once the transaction is completed, the Ardian consortium will hold a 90% stake in Daphne 3. The agreement reached is based on a valuation of the INWIT share of EUR 10.75 (cum dividend) and corresponds to a consideration for TIM of approximately EUR 1.3 billion, in addition to the repayment of the loan of approximately EUR 200 million, granted by TIM to the Ardian consortium at the time of the initial acquisition in 2020.
The agreements have been structured not to give rise to any form of obligation to launch a public tender offer. Following the closing, the Ardian consortium will have full and exclusive control over Daphne 3, while TIM will be granted minority governance rights, both in Daphne 3 and INWIT, in order to protect its investment, in line with the practice in transactions of this nature.
The closing of the transaction is subject to the fulfilment of certain conditions precedent, including antitrust clearance, clearance under the Golden Power framework and the termination of the shareholders’ agreement with Vodafone Europe and Central Tower Holding Company.
