What will Kkr do with the takeover bid on Tim after the torpedo of Cdp and Vivendi in Gubitosi?
Facts, names, rumors and scenarios about Tim and Kkr
The news in the Tim house are not destined to end, after the new top management decided by the extraordinary board of directors on November 26: the powers of the former CEO Luigi Gubitosi (the board of directors accepted his resignation as head of the company) were distributed to the current president Salvatore Rossi and the new general manager Pietro Labriola , who is the new head of the group.
The next upheavals do not concern only the names, even if in the center-right circles there is a whisper – or hopefully – a leading role for Massimo Sarmi (formerly in Telecom and then in Enel), now president of Fibercop (Tim group): al Rossi's place?
Attention now focuses on one question: what will the Americans of Kkr do now, who have launched a sort of " preliminary tender offer ", as Il Sole 24 Ore defined it a few days ago .
According to the rumors gathered in the Roman palaces, the indirect message came with the torpedoing of Gubitosi by the French group Vivendi (which has 23.75% of Tim) and Cassa Depositi e Prestiti (which has 9.81% of Tim ) was not reassuring for the US fund, given that Gubitosi – unlike the French – was well regarded by the Americans.
Kkr – which has not communicated anything so far, "neither to the ignorant market nor to the dormant Consob", commented the director of La Stampa , Massimo Giannini – is particularly concerned about the anti-Gubitosi vote expressed in Tim's board of directors by the banker Giovanni Gorno Tempini.
Gorno Tempini is part of the Italian banking establishment that has the pivot of the giant Intesa Sanpaolo ( which in recent days had appreciated Kkr's move ), he is considered a reference man also for the banking foundations that are shareholders of Cdp and above all he is president of the Cassa Depositi e Prestiti, controlled by the Ministry of Economy.
In short, the anti-Gubitosi CDP vote is not exactly a good encouragement for Kkr's next moves. So much so that a possible reinterpretation of the expression of interest in the former Italian telephone monopolist filters from American circles.
But how will Tim move?
On Monday 29 November, the new director general of Tim, Pietro Labriola, will take office for the last two and a half years at the helm of Tim Brasil-
And again on 29 November the committee chaired by Salvatore Rossi, with Paola Sapienza (who has been appointed lead independent director), Paolo Boccardelli, Marella Moretti and Ilaria Romagnoli will also begin working on the Kkr offer.
The press release issued last Friday, at the end of Tim's board that revoked the powers of Luigi Gubitosi, explained in fact that "the investigative activities of the committee will be conducted according to best practices in order to allow the board to fully assess the extent, the content, conditions and consequences of the non-binding event, as well as accrue and take, in an adequately informed manner, the decisions in relation to the same to the extent of its competence ".
The task of the committee, with the assistance of the advisors, is to carry out "all the preliminary activities preparatory to the analysis of the content of the non-binding event" of the fund which has put € 0.505 per share on the plate.
Indicative price – Il Sole 24 Ore commented today – because the offer is conditional on the approval of the management, the board of directors, the authorities (the Government holds the golden power on strategic activities, starting from the network) and subject to two confirmative diligence lasting four weeks.
Kkr therefore still has to wait before starting the due diligence. Term used in last Sunday's press release, when the board of directors limited itself to taking note of the proposal received, which aroused some perplexity since Telecom is a listed company, noted il Sole: "However, this is a common practice among private equity funds in the presence of friendly transactions aimed at delisting, as stated in this case. The practice has been applied internationally by Kkr, for example in the takeover bids on Axel Springer and Alliance Boots, or, more recently, by other funds, on the Morrison supermarket chain ”.
In short – wrote La Stampa today – the Americans "suggest that the takeover is a very complicated operation": "In the arguments that are made in New York, an alternative path to the takeover is also left open: that of making a a more targeted operation, for example, at the network alone, perhaps following the spin-off of the primary one as well, since the secondary has already been included in FiberCop where Kkr already has 37.5% ".
In fact, insiders recall that – in the valuation for impairment purposes – in the half-year Gubitosi had indicated the correct value per share of the company at 1.25 to avoid a write-down of goodwill, Repubblica wrote yesterday: "But then it is not clear why the former CEO is advocating a possible takeover bid at the value of 0.505".
This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/economia/tim-kkr-opa-vivendi-gubitosi-cdp/ on Sun, 28 Nov 2021 10:49:38 +0000.