Poste Italiane has materially revised its takeover proposal for Telecom Italia, increasing the transaction value while relaxing a condition that could have prevented the deal from proceeding. The move underscores the strategic importance Poste places on Telecom Italia as it seeks to strengthen Italy’s position in digital infrastructure and services, while the limited shareholder participation highlights the challenge of completing a large-scale transaction on the original terms.

Higher Offer Adds Cash and Equity

Poste said it would raise the cash portion of its proposal by €0.30 to €1.97 per Telecom Italia share. For the first time, the offer will also include an equity component, with shareholders receiving 0.218 newly issued Poste shares for every Telecom Italia share tendered.

The revised structure increases the overall value of the takeover offer by €550 million to €11.35 billion, equivalent to approximately $13.19 billion based on the exchange rate cited by Reuters. Poste said the maximum aggregate cash component of the transaction would be €3.36 billion, or approximately $3.90 billion.

The addition of Poste shares changes the financial structure of the proposal. Rather than relying exclusively on cash, the revised terms give Telecom Italia shareholders an opportunity to retain economic exposure to Poste, while the issuing company limits the amount of cash required to execute the transaction. At the same time, issuing new equity introduces a potential dilution consideration for existing Poste shareholders.

Waiving the Threshold Changes the Takeover Dynamics

The most significant change may be Poste’s decision to waive the requirement to obtain 66.67% of Telecom Italia’s outstanding shares. Poste had already accumulated a 20% stake in Telecom Italia before launching the offer, but Reuters calculations based on exchange data showed that the group had obtained only another 5% through the offer as of Monday.

Removing the threshold gives Poste greater flexibility to proceed even if shareholder participation remains below the level originally required. However, it also means the final ownership position could be considerably lower than a controlling stake, creating questions around governance, strategic coordination and the extent to which Poste can influence Telecom Italia’s future direction.

Digital Infrastructure Remains the Strategic Rationale

Poste launched the offer in March as part of a broader plan to create a national champion in digital infrastructure and services. Telecom Italia’s position within Italy’s telecommunications ecosystem gives the transaction significance beyond the financial terms of the takeover, particularly as governments and large corporations increasingly treat connectivity and digital infrastructure as strategic assets.

For Poste, greater exposure to Telecom Italia could strengthen its presence across interconnected communications and digital services. Yet the revised offer also illustrates the financial and execution challenges associated with consolidating strategically important infrastructure. The outcome will depend not only on shareholder acceptance but also on whether the resulting ownership structure allows Poste to achieve the operational and strategic objectives behind the transaction.

The initial offer period is scheduled to expire on September 11, before reopening from September 21 to September 25. Investors will be watching the final acceptance rate, the ownership position Poste ultimately achieves and the response to the newly introduced equity component. Beyond the tender process, attention will turn to how the transaction could reshape Italy’s telecommunications landscape, Poste’s capital structure and the country’s broader strategy for digital infrastructure. The key risk remains execution: a higher-value offer may improve participation, but it does not automatically resolve the governance and integration challenges that could follow a partially completed takeover.