Good morning everyone, and thank you for joining us today for this, important update. Shortly, our CEO, Matteo Del Fante, and our CFO, Camillo Greco, will run you through a brief presentation, and then we'll open the floor to the Q&A. During the Q&A session, we'll also have our head of M&A, Giacomo Riccitelli, available to take questions. With that, over to you, Matteo.
Good morning, everyone. As you know, last night, Poste Italiane announced its intention after Board approval to launch a voluntary public exchange and cash offer for 100% of ordinary shares of TIM, including those resulting from the approved conversion of the savings shares, following which we will have a 20.1% stake in TIM. The transaction marks a key milestone in Poste Italiane's long-term platform strategy.
A decisive step forward in strengthening our role as the key enabler for Italy's digital transformation. It represents the culmination of our nine-year platform journey, creating the undisputed systemic national champion. TIM is the perfect fit for Poste Italiane retail platform and will enable the creation of a critical infrastructure service provider for public administration and enterprises, promoting digital evolution in this transformative AI era and strengthening cloud sovereignty and data confidentiality in line with EU recommendations. It is a unique opportunity to integrate a market leading connectivity and tech provider into Italy's largest physical distribution and client platform. The combination drives substantial value creation with clearly identifiable incremental revenues and cost efficiencies, estimated at EUR 700 million on a run rate.
As the CFO will show you later in the presentation, it will be EPS accretive already in 2027, and such accretion will be double-digit from 2028. The Poste Italiane 2026 guidance implied dividend per share is confirmed, and the pro forma leverage remains fully consistent with our current credit rating. For TIM shareholders, the offer delivers attractive terms through newly issued Poste Italiane ordinary shares, as well as a cash component with a premium of 9.01% versus Friday's closing price and over 18% versus last six months volume weighted average price. This is an addition of the over 100% increase of TIM share price from our first 9% stake acquisition in February 2025.
Let's remind ourselves for a second that we opened this file around five years ago, starting thinking about the combination. The leverage embedded in the company was too high. It was only after TIM CEO Pietro Labriola excellent execution of the spin-off and deleverage of the company, of the service company in 2024, that at the beginning of last year, we enter TIM Capital, reaching 27% of ordinary share in December. The company was again then very successful in converting saving shares, with the market appreciating the new institutional role of TIM, resulting in the biggest share rally for the company over the last 25 years.
Now we stand in the valley, the value of our 20% stake still represents around 10% of Poste market cap, making a compelling argument to increase exposure for augmented institutional weight that is so important in the industry, maximizing synergies extraction and allowing Poste and TIM investors to benefit equally from the powerful combination that will release EPS growth, accelerating our systemic digital transformation role. We expect the transaction to close in Q4 this year. Moving to slide three. Over the past nine years, Poste Italiane, as I mentioned, has built a unique national platform connecting citizens, businesses and public administration, and consistently generating value for all stakeholders. Today, we serve Italy's largest client base through the largest physical and digital network in the country. We operate with a prominent position in every sector we serve, from mail and parcel to financial services, insurance and payment.
Our position of absolute competitive strength and financial solidity has allowed us to make this critical step and push through this transformative and market defining transaction. Our strategic vision is clear. Poste Italiane will evolve from Italy's leading distribution network to the country's primary digital infrastructure at a time when physical and digital worlds are converging and the value creation moves beyond traditional sector boundaries. In this context, controlling the core infrastructure underpinning physical digital integration made of networks, cloud, edge computing, data and digital identities is essential to securing a sustainable competitive advantage. Following our stake acquisition last year, our conviction around the strategic fit grew stronger, ultimately leading us to push for full control as TIM brings three core non-replicable assets that perfectly complement our model. A national connectivity network, leading cloud and data center capabilities, and secure sovereign digital and connectivity services for public administration and enterprises.
As a matter of fact, over the last two weeks of investor meetings on our annual results 2020 in Milan, in London, in Paris, Frankfurt, New York gave us the very final conviction to go ahead. Because our core investor base inquired for growth potential, and they were asking for growth in the accelerated digital transformation based enabled by agentic AI. We experienced, as a matter of fact, very different meetings from the past with investors, focused on our AI adoption level, with a double effect in internal operations for cost savings on one side, and in our go-to- market and potential for growth on the other. We were indeed surprised to receive a limited amount of questions from our investors and sell-side analysts on our different segments.
The reality is that Poste embraced the digital transformation nine years ago, and we made arguments in those meetings representing the results already achieved, which are clearly very compelling. Moving to slide five. TIM contributes a unique asset, best positioned to capitalize on advanced end-to-end digital connectivity services. In Italy, TIM Consumer is the leading integrated telco company with an iconic premium brand, a large customer base, and nationwide 5G coverage. TIM Enterprise is the sovereign digital champion and has a strong growth profile. It serves public administration and enterprises with cloud, cybersecurity, IoT and AI services. TIM Brasil, a leading mobile operator in Brasil, is a strong cash-generating player in a high-growth market. TIM is unique, has a unique customer franchise that fits perfectly in our platform business, complementing our group with products and infrastructural assets that we're confident will further propel our growth trajectory. Moving to slide six.
This transaction accelerate our platform growth. We can seamlessly integrate PosteMobile into TIM Consumer, who is already our MVNO supplier. TIM brings an iconic premium brand whose growth can be further accelerated through distribution via Poste Italiane physical and digital channels. The acquisition unlocks significant cross-selling and upselling opportunities across the larger client base in Italy, with 36 million financial clients, 30 million connectivity clients, 30 million digital identities, and over 1 million energy clients. The integration of TIM offering into our market-leading scalable super app will be a very powerful driver of cross-selling, leveraging on best-in-class user experience and AI-driven personalization tool, generating both digital sales as well as drive to post office effect. In short, TIM Consumer is the perfect fit into our platform. It strengthens the portfolio, enhances our distribution channels, and unlock material growth opportunities. On slide seven.
TIM also brings a critical digital infrastructure to the table, which is a key national asset to strengthen cloud sovereignty and data confidentiality, in line with the roadmap defined even more strongly recently by EU. They deliver high quality digital services to more than 20,000 public administrations today. As the main shareholder in the Polo Strategico Nazionale, our national cloud hub, they are a strategic partner for the cloud with over 640 administrations already signed and long-term contracts running to 2035, estimated at EUR 4 billion. With TIM, we will expand from the current connectivity and cloud services provided to more than 8,000 enterprises to cybersecurity, IoT, and agentic AI solution with an end-to-end approach, making a significant contribution to the reduction of Italian SMEs digital divide, benefiting the broader Italian economy.
Finally, we will leverage the comprehensive product portfolio and TIM Enterprise's strong commercial franchise to grow our logistics, insurance and financial businesses for Italian corporates. Page eight. Over the past decade, we made substantial investments in our digital platform, creating a hybrid cloud native DNA backbone, expanding our footprint and strengthening customer loyalty across all business lines, leading to Italy's larger retail franchise with a total of 46 million clients and 27 million daily interactions. By joining forces with TIM, the national leader in fixed and mobile networks, cloud and data center infrastructure, as well as sovereign cloud services for public administration enterprises, we are creating a unique, single, integrated, intelligent infrastructure for Italy. We're presenting today the best industrial business combination by putting together a state-of-the-art infrastructure across the whole country with a strategic role of sovereign digital asset.
Italy's intelligent infrastructure will be able to count on 75,000 MIPS, which are million instructions per second on mainframe power, 22,000 4G and 5G sites covering more than 90% of the country, and 1.1 million km of fiber. A hybrid sovereign cloud that is 90% cloud-native. Joint TIM and Poste Italiane asset will further support growth through a next generation data mesh platform, ensuring data sovereignty, growing a proprietary agentic AI platform already processing over 4 billion AI transactions a year, driving growth through advanced data analytics with an infrastructure poised to drive Italy into the AI era. This is truly an industrial project. This is what is inspiring and motivating us. Value creation is tangible and diversified. On page nine. We have identified a pool of over EUR 200 million synergies at a run rate expected three-year post completion.
This will be achieved through the distribution of TIM, a market-leading connectivity products through Poste Italiane's unmatched physical and digital networks, the evolution of digital services, public administration and enterprises, complemented with our logistics, insurance and financial services products across TIM Enterprise client base. We have also identified around EUR 500 million in cost efficiencies to be achieved at run rate by the second year post completion. This will be generated through the optimization of the combined cost base, increased return of marketing and advertising investments, leveraging on Poste Italiane's distribution capability, as well as improvement in the cost of funding. We estimate a pre-tax one-off integration cost of around EUR 700 million to be expensed mainly in 2026 to 2027. Finally, we believe there is additional upside from the institutional support that Poste Italiane can provide to accelerate the telco sector's revival.
Page 10. The pro forma shareholder structure indicates a majority ownership by the Italian government, ensuring stability, clear strategic mandate to generate value for all stakeholders, and full alignment to deliver competitive and sustainable shareholder returns. At the same time, there will be a large and liquid free float of around EUR 20 billion pro forma, supported by top-tier international and Italian institutional investors and a broad retail investor base. The larger free float will also generate additional support from proxy index-based funds. Now, I will hand over to our CFO, Camillo Greco, to run through the details of the transaction. Thank you, all, and over to you, Camillo.
Thank you, Matteo, and good morning to everyone. Let me run through the financials briefly. Here, you can clearly see the strength of the combined entity with an increased scale and more diversified business profile. We move to a pro forma market cap of around EUR 35 billion, EUR 40 billion if you consider net present value of expected synergies. The pro forma 2025 revenues are just below EUR 27 billion. The pro forma operating profit is EUR 4.8 billion, showing the industrial power of this combination. Run rate synergies described by the CEO would bring to 2025 operating profit an additional EUR 700 million, totaling EUR 5.5 billion, driven by higher operating leverage and growth profile. We confirm the Poste Italiane guidance that's implied in 2026 DPS, and we'll announce a new competitive dividend policy with a new business plan upon completion of the transaction.
The acquisition will be EPS accretive from 2027, and the accretion will be double-digit from 2028, enhancing long-term shareholder value. Our capital structure stays solid, with a low leverage of roughly 1.5x net debt to EBITDA for the combined entity, fully consistent with our credit rating of BBB+ and Baa2. Overall, thanks to the perfect fit with our platform, we'll be able to further accelerate our growth profile and deliver long-term sustainable return for all shareholders. Let me briefly walk you through the structure of the offer.
We are launching a voluntary public exchange and cash offer on all TIM ordinary shares, with the objective of acquiring the entire capital and securing the listing of TIM. For every TIM share tender, Poste Italiane will offer EUR 0.0218 newly issued Poste Italiane ordinary shares, plus a cash component of EUR 0.167. The offer price is EUR 0.635 per share, and it corresponds to a premium of 6.9%. This translates into a total consideration of EUR 10.8 billion, of which 26% or EUR 2.8 billion are in cash and 74% of EUR 8 billion are in newly issued equity. This reflects a fair value to EBITDA multiple around 6x and a fair value to EBITDA minus CapEx multiple of around 13x for 2025.
Upon completion of the transaction, TIM shareholder will become owners of circa 22% of the enlarged Poste Italiane. The offer is subject to standard conditions, including BancoPosta authorization, approval of the capital increase by the EGM of Poste Italiane, antitrust and communication authorities, Golden Power clearances as well as reaching a stake equal to at least 66.67% share of TIM capital. Following yesterday's announcement of the deal, the exchange and cash offer filings will follow in mid-April. An extraordinary general meeting for the capital increase will take place in June. The relevant authorities authorizations and approvals, as well as the start of the exchange offer period are expected not before July 2026. We aim to present a combined business plan after the completion by Q4 2026. With that, we'll take your questions on the deal. Over to you, Giuseppe, for the Q&A.
Okay, thank you, Camillo. We'll take your questions now. You can ask questions directly via the audio line or through the webcast platform. Please speak clearly into your microphone and try to limit yourself to two questions. For any topics we won't be able to cover today in the call, you can contact the IR team, and we'll be happy to follow up. The first question we have today is from Tommaso Nieddu at Kepler. Please go ahead, Tommaso.
Hello, thank you a lot for taking my questions. I have just two. The first one is on the rationale. Over the past months, you have already been developing several commercial initiatives with TIM, for example, PosteMobile, energy, insurance distribution and enterprise collaboration. The industrial logic of working together was already there. What I'm trying to understand is what specifically cannot be achieved through this partnership that instead requires full ownership. Can you give us concrete examples of operational or commercial constraints today that are removed only with full control? The second question is still on the integration. Will TIM remain a relatively standalone division?
From a commercial perspective, how do you think about the brand post-deal? Would you maintain TIM as a standalone brand, or would you move towards a more integrated, Poste-led branding? Thank you.
Thank you, Tommaso, for your questions. On the second question, TIM will remain a standalone company, no doubt, and the brand, the iconic brand, which is very well entrenched into the consumer base in Italy, will be protected. Obviously, the company as a standalone will keep its organization and capability of working and progressing on its activities in the group, if the transaction goes to final completion.
On the first question, which I think is really the very important one, I can tell you that for sure. If you look at any M&A deal, technically the expert would price the synergies and then assign a percentage to those synergies based on the level of acquisition. So if I'm, you know, buying another company and I know I'm gonna totally merge, I assign 100%. If I buy 51%, you know, I assign maybe 70% of the synergies. If I don't control the company and I don't consolidate the company, maybe I assign 30%.
The first answer is clearly, and this we can touch it really in reality in this one year work. We know and that's what really you know gave us a strong push to make the move. We realized that we were not going probably fast enough for the opportunity we had on the table. The second message and the second reason for going all in is the fact that we believe that an even more closer to the institutional space, TIM will benefit all the businesses of TIM. That goes you know from a potential market share from the consumer side, but even more importantly, it goes into the public administration, sovereign space, which is becoming for you know all economies.
A few months more important. Being able to present a company which is, you know, closer to the institutional framework will increase the penetration of the enterprise, the penetration capability of the enterprise business unit. These we're very confident of.
Okay. Thank you.
Okay, thank you. Next question is from Giovanni Razzoli, Deutsche Bank. Go ahead, Giovanni.
Good morning to everybody. I have two questions and one clarification. On the last point that you have just touched about the potential for extracting more value, acquiring 100% of Telecom Italia, is it also fair to assume that also with this setup, you can have a more evident room for delivering the cost synergies out of the EUR 0.7 billion debt that you had mentioned when compared to the status quo? That's the first clarification. The second one is on your EPS accretion in 2027. If you can clarify a little bit more the assumptions behind this guidance. I guess it is a guidance post or pre-restructuring cost.
Camillo, you mentioned that with the business plan and from 2027, the deal will also have positive impact in terms of DPS going forward when compared to the Poste standalone targets. Is my understanding correct? The final point on the DTA, you mentioned in the press release that Telecom Italia EUR 0.9 billion of deferred tax assets, which, as far as I understand, can represent an offsetting element of the restructuring cost in a, you know, purchase price allocation or first time adoption of the business combination, so in 2027. Is my understanding correct? Thank you.
Thank you, Giovanni. I'll take the first one. Yes, if you look at our two weeks ago capital markets day presentation, we had a page on TIM synergies, and it was work in progress. That page will have a very strong acceleration if we manage to take control of the company. EPS and DPS accretion, please, Camillo, and DTA, Camillo as well.
Yes. Just to clarify for the whole group of listeners, we have not had access to any non-public information with relation to Telecom Italia. Just to be clear, whatever we are presenting is based on our consideration, based exclusively on public information. With that clarification, I'll try to be more precise with regards to what I said. We have indeed said and I confirm that we see single-digit accretion and double-digit accretion on Poste Italiane's earnings per share in 2027 and 2028 respectively. This calculation is done excluding the impact of the one-off non-recurring charges related to the restructuring, which we have estimated at EUR 700 million.
With regards to the other assumptions, specifically, we have to take a view on what was the cost of funding of the transaction, and we have, you know, based ourselves on our best guess on what would be the cost of the incremental funding, which, you know, is somewhere between 3%-4%. I won't say more. Obviously that could not be otherwise the case. We have taken an assumption on what is Telecom Italia's expected net profit in the coming years based on publicly available information on Bloomberg, like all of you guys. That is with respect to the first point.
With respect to the second point, here too, yes, we have seen on the annual report of Telecom Italia that they have some tax losses which equate to a deferred tax asset around EUR 150 million. We'll have to do more work on them to see whether there is a value, but at this stage, important to know that that's a possible value creation area.
Well, on DPS, what we said, and I want to be again very clear on this, we are reconfirming DPS for all shareholders, which in this case on the 2026 dividend payable in 2027 will be also for the enlarged entity, and that DPS level is in line with the current consensus for Poste standalone, and we have given guidance on that also a few weeks ago when we said that we would have achieved in 2026 a net profit of EUR 2.3 billion with a payout ratio of more than or equal to 70%. Based on those parameters, you know, there is an indication in the market on what would DPS be, which is somewhere within EUR 1.25-EUR 1.30 per share, and we confirm that level.
Beyond the 2026 payable in 2027, we will discuss later when we discuss the plan. For the time being, we are giving you visibility on what is affecting 16, 17 months, which we think is sufficient at this stage.
Thank you.
Okay. Thank you, Giovanni. Next questions are from Alberto Villa of Intermonte. Please go ahead, Alberto.
Good morning, and thanks for taking my questions. I've curiosity first and then two questions. The curiosity is, was there any kind of involvement of the government or push by the government for this transaction to be announced, and how do you think the offer will be judged by the target? Then the two questions, one is on the vertical integration risks. Do you see any risk of significant remedies by the antitrust because of the fact that, at the consummation of the transaction, the Italian government will be in control of TIM and also have significant stakes in other, say infrastructure like Open Fiber and FiberCop?
Finally, on the TIM Brasil, could you confirm that there are no risks of mandatory cascade offer under the local regulations after this transaction has been announced? If you can share with us any thoughts on TIM Brasil fit and let's say strategic opportunity for Poste in the future. Thank you.
Thank you, Alberto. Starting with your curiosity, and thank you for asking. As I mentioned, we started thinking about the future really honestly five years ago. You know, a few governments change, so the answer is absolutely no. This is really something that is coming from our nine years journey into what we believe will be a different client business in the future.
You know, when in the last investor meetings they were asking me about, you know, GenAI in insurance, is this a threat, I was really, you know, happy in a way because, you know, we never use the word threat, when we talk about cloud, AI, and digital transformation in Poste in the nine years. We just invested EUR 6.7 billion in technology in the last nine years, and what is happening in the market today is exactly what we were expecting. You know, our data showing us that we have a presence there, and the presence is increasing, and we're, you know, totally in the right direction. TIM is a fit in this roadmap.
Vertical integration risk, absolutely no. It's a very technical question, but we already went to the antitrust when we bought the 20%, and it's obviously notification that we'll have to do and do the process formally. We anticipate absolutely no risk, and same applies to the cascade potential effect. We have taken a legal opinion to clear that as well.
Yeah, maybe just your thoughts on the TIM
Oh, sorry. On the value of the asset, as we mentioned in the presentation, it's clearly a jewel because it's one of the top three players in a market that is already consolidated, and clearly this is the perspective that many European countries are following. Brasil is already there. It's a growing market. It's a large market. It's producing cash, so you know, we will analyze with Pietro Labriola the
Market and keep, you know, sustaining the presence in Brasil.
Okay. As we had a question from the webcast on antitrust, just to fully cover the topic, we do not expect involvement from European DG COMP. The next question is from Elena Perini, Intesa Sanpaolo. Elena.
Yes. Thank you. Thank you, Giuseppe. Thank you all for this presentation. I've got only one residual question, as the other ones have already been answered. It is about your total synergies. I imagine that the EUR 700 million planned synergies include also the ones relating to the MVNO contract. If you can just confirm this, please. Thank you.
No, negative. It doesn't.
Okay. Thank you. They are at the additional?
Yeah.
Okay. Thank you very much. Very clear.
Okay, thank you, Elena. Next question is from Andrea Lisi, Equita. Go ahead, Andrea.
Thank you for taking my question. I have more clarification than questions. The first one is, if on the EPS accretion you are projecting for 2027, if you can also detail on the evolution of synergies. So how many synergies have you put in place are you imagining in to achieve already in 2027? And again, a clarification on, if I understood correctly, the cost of the additional debt necessary to carry the transaction is not included in the net synergy estimate, right? And another question is on the DTAs.
In particular, you have probably some indication, but we see that TIM has a significant amount of the DTAs from tax losses carry forward amounting to kind of EUR 5 billion. So just to understand, how did you reach the amount of kind of EUR 1 billion you indicated in the press release, and if you can provide us an indication on the timeframe about the potential recovery of this. If in order to recover this, it is necessary to generate additional profit at TIM level or at group level. Thank you.
Look, I'll take these questions, but it cannot be like a modeling session here for investors because this is a public offer. Let's sort of keep that in mind. Nevertheless, with regards to the first part of the question, revenue synergies would materialize over time. We are thinking of somewhere between 20% and 30% in 2027. Another amount similar in 2028, and it's going to take longer to get the rest. That is on revenue synergies. With respect to costs, we are going to be more rapid, so we think we're going to extract 50% of the target in 2027 and the remaining in 2028. And as I said, accretion dilution does not include the impact of restructuring charges, so because they are one-off and are recurring in time.
The EPS accretion dilution obviously includes the incremental cost of debt because we are raising based on the current terms, EUR 2.8 billion. We need to pay for those. The EPS accretion dilution, you know, has an additional cost, which is the one I just detailed. With respect to the last question, I'm afraid it's very easy because, you know, the deductible amount of EUR 5 billion is at 24% is around EUR 50 million, which is the amount that we have in mind to spend to use. That's about it.
The timing, again, let's go back to.
Yes.
Camillo's comment.
Sorry. It's EUR 4 billion. It's EUR 4 billion because only TIM's part, I should say.
The timing, Andrea, we work on public information outside in, so we didn't have even a single conversation on this topic with the company. The final position on this will require additional work with the company, you know, by a clean team and potentially also specific inquiries with tax authorities, also to understand your very last question of whether the profit needs to be generated at the TIM level or at the consolidated. This is not yet clarified, Andrea.
Thank you very much.
Okay. Thank you, Andrea. Next question is from Farooq Hanif at JP Morgan. Please go ahead, Farooq.
Hi. Thank you very much, Giuseppe, Camillo, Matteo. My first question is really kind of a strategic one. You talk a lot about phygital. I mean, longer term, it seems like your emphasis here is just on the digitalization of your business, but also Italy. I'm kind of wondering in that respect, longer term, what do you see as the opportunity here for cost reduction in physical distribution, but also, you know, do you think Italians are ready, you know, for more digital distribution of insurance and financial services, and do you think TIM brings that? It's kind of a combination question, number one. Question two is on cash. We're used to modeling your cash as a percentage of the net profit, you know, being upstreamed.
How should we think about cash for TIM, or how have you looked at it, you know, when you've done your look for the public information? Thank you.
I take the first question and let the CFO taking the second one. In our capital market day for the preliminary 2025 results, we gave a data, I think it was page 12 of the presentation, where we say that in 2025, 57% of our payment transactions went digital. Average 2025. The first two months of 2026, that number has gone to 62%. That means that the company, Poste, that has by far the largest physical distribution network, the famous 13,000 offices, the 49,000 franchisees that are doing the biggest work in terms of, you know, physical payment business in Italy, that physical is becoming one-third of the pie.
The company has moved two-thirds, and it's growing, and it's accelerating into that direction, physical. We gave data that we are by far the largest daily use app in Italy. We're basically more than double than the second player. We are the natural choice today for digital interaction of clients with, you know, with the app world. We have 85% market share of digital national ID, and as we said, this business on its standalone we start creating, you know, more than EUR 50 million of EBIT starting from, you know, basically this year.
That's to say that we are already in that digital journey, and we're very advanced, and as I said in the presentation, adding more clients up-market, like the client base of TIM into our post offices, will be beneficial for both companies. Because Poste will have more traffic, and on that traffic, we will be able to do cross-selling. Because today you go into a TIM offer, they just started offering our energy and maybe some insurance. You come into a post office, not only you will be able to buy a SIM card or a fixed line or a TIMvision, but you will be able to have the full spectrum of Poste products. Going into protection, obviously energy and potentially, and hopefully savings.
On the other side, that is, a meaningful cost item because using our network, which is already there, is a double winning situation. Because we increase the traffic, and we're happy to have the traffic, because as you have seen in our numbers, our headcount is stable. Last year, first year, we had stable traffic in the post offices versus 2024. We benefit from people coming into the office because we can cross-sell, and we can push the move into digital from the post office. TIM clients will bring us more products. At the same time, TIM will save on its distribution costs. I think it's on the consumer is a clear-cut answer.
On the enterprise, I mentioned the public sector cloud that we bring to the table and the ability to penetrate the core public sector clients even more as a combined entity. Speaking to enterprises that you mentioned, Farooq, TIM has the very best commercial platform with enterprises. Historically, in Italy, you know, Poste was the company of choice for retail, and Telecom Italia was the company of choice for consumer. Why on the Telecom Italia side is very easy to understand. All companies need to be connected and, you know, then it move into, you know, fiber, then it move into, you know, cloud, and we need to keep into that journey for all clients.
That commercial sales force will be an ideal base for some of our products, namely acquiring protection. We already started offering to enterprises in Italy cybersecurity net cap protection through the commercial force of TIM. We see it very clearly, and we think that, you know, as a combined entity, this will go way faster than in the current 20% ownership.
With respect to the part of the question around cash, you know, based on the latest publicly available financials, i.e. 2025 of Telecom Italia, we do know that they have EUR 3.8 billion in cash on their balance sheet. Obviously, we'll have to assess how much of that needs to remain in this position and whether there are some cost efficiencies with our own situation. You know, the assumption for the time being is that possibly part of that amount can be reduced.
In any event, and more broadly, you know, we have done some internal analysis around leverage and, you know, the level of leverage that I mentioned in my script, which is 1.5x net debt to EBITDA, is consistent with our rating, which we are fully committed to retain.
Thank you very much. Thank you.
Sorry, to be clear on interest cost on the previous question, basically, we have priced in the interest expenses related to the new debt. Okay? That's separate. That's outside the synergies. Within the synergies, there is an estimate of one, reducing the average cost of debt of TIM because of the, you know, increased rating profile of Poste on one side. And as Camillo mentioned, the opportunity for TIM in a combined situation to be able to retain less cash for, you know, facing the needs, because obviously the company as a stand-alone company in a group like Poste will not need to keep cash for, you know, emergencies.
That's clearly a potential reduction of the level of the gross debt of TIM, and benefiting the interest expenses on a net basis, because obviously that cash is invested at a lower return than the gross debt against it.
Yes. As I've been told by Giuseppe, there's been a question from the web around what is the benefit of that. Within the EUR 500 million, we estimate there are between EUR 50 million and EUR 100 million benefit of funding cost. On a run rate basis, obviously. Sorry.
Okay. Next, question from Daniel Wilson at Morgan Stanley. Please, go ahead, Daniel.
Hi. Morning, guys. Thank you for taking my question. A lot of my questions have been asked or answered, sorry. I guess the kind of remaining ones are on the cost synergy side. I'm looking at your press release. You kind of mentioned that you'll implement all the synergy initiatives and the cost initiatives without impacting staffing for basically your front of house staff. I'm just wondering what the rationale is for having no, like, consolidation or restructuring in that area of your business and mainly focusing on the back office end. If this is a potential sort of upside later on in the process, perhaps. Just some more clarity there.
Then on the revenue synergy side, I'm wondering what's the product that you're most excited about, cross-selling or upselling, between, you know, either your product to TIM's customers or TIM's products to your customers. Where do you see kind of the most upside there? Or is it kind of just broad-based and diversified? Yeah. Thank you very much.
I will take the second, because maybe you understood it better, the first one. The second, what are we most excited, as I answered to Farooq a few minutes ago, I think, you know, the consumer is, you know, is really exciting, because, again, we have the power. I just give you a feel of, you know what I mean. TLC companies have started selling energy. Okay? TIM started 29 September last year with the offer of Poste, but there is another player that started five years ago. Okay? The idea is you go into a TLC shop in Italy, you can buy obviously mobile and fixed, but they can offer you also energy, okay? They offer also protection.
Because the idea is, once you are in the shop, you get all the services for the house, okay? From the data we have, our daily production of energy in the post office, okay, even if we started selling energy three years ago, and you know, this other player started at least a couple of year ahead of us. Even if this player is doing advertisement on going to the shop to buy energy, and we don't do advertisement, the ratio of us being able to sell energy and what we do every day in our offices versus the TLC guy having diversified five years ago, is five to one. The power of our distribution network will be, you know, extremely strong for TIM.
On the other hand, that would mean, you know, medium-term that, you know, TIM will be able to save money on distribution because we will do the bulk of the effort. The beauty of that effort is that not only is cost-free because we have already the people, we already have 5 billion clients in TLC. Our 40,000 people in the post offices have been selling SIM cards and fixed line since November 2007. They know the product. You give them the TIM product, they will just, you know, be very, very happy to have, you know, the top brand to sell to the client. Not only, you know, they will just be happy and it will be at no incremental cost for Poste. Okay?
Not only it will save money because TIM will reduce its cost base for distribution, its acquisition cost, okay? Those additional clients coming to the post office will be able to cross-sell much more than obviously today the TIM office and shop is able to do. If you couple this with the digital channel, and you think about putting, you know, on our super app, which is again the most used one in the country by far, and you add into that app the TIM product. You know, TIM we were discussing in the past few weeks, "Oh, yes, we need to do our app. It has to be, you know, a platform app such as yours. You know, in three weeks, we put their products on our app, and we start the cross-selling we do for all our products. No development cost, cross-selling power up for free.
With respect to the first part of your question, we will obviously centralize some of the functions in partnership with the colleagues at TIM. There are a number of things that we identified that go from best in class practices on IT and call centers, an example. We have planning to create a central group for third-party purchases, including licenses for IT and other, and obviously also on marketing communication.
We think there is more than can be done on a combined basis. What we won't do is that we want, consistently with the Poste tradition, whatever, you know, personnel has some extra space to perform will be redeployed in other areas of the group, and substituting potential new hires, as we're always done in the tradition of the group. This is the strategy as an example for financial services in the combination of BancoPosta with PostePay, as mentioned a few weeks ago, where we think we can redeploy around 250 individuals outside of that perimeter, but remaining within the group.
Thanks. Do you mind if I ask one more unrelated question, just quickly, on the leverage ratio, what are your constraints around leverage, or increasing that leverage ratio? As in you've talked about the 1.5x , but what's the kind of, I suppose, maximum that you'd be willing to go up to if, say, you had to increase your offer for TIM?
Well, I don't think we have any intention whatsoever increasing our offer. You know, I said that we are, I think that we are committed to retaining the current rating, and that's what we want to do.
Thank you.
Okay. We have a few remaining questions. Please, if I can ask you to only ask questions that have not already been answered. The next one is from Sofie Peterzens at Goldman Sachs. Please go ahead, Sofie.
Yeah. Thanks a lot. This is Sofie from Goldman Sachs. I was just wondering in terms of the take-up, if there is less than 100% take-up, will you be happy to proceed, and do you have any minimum take-up that you have in mind, and are there any different impacts we should be aware of if the take-up is below 50% or above 50%? Yeah, if you could just clarify that. Thank you.
Thank you, Sofie. By Italian law, you need to specify the minimum threshold, which we set at 66.70%. If the final take-up is above the threshold, we are obliged to proceed and confirm our commitment. If the take-up is below such an amount, this is a threshold that by Italian law you can reduce at your discretion. Then, you know, it's clearly premature. I really hope we're not gonna go down that route, but then it becomes a matter of, you know, how effective can we be to extract the synergies if we have less than the extraordinary shareholder assembly control.
Thank you. Very clear.
Okay. Thank you, Sofie. Next question from Marco Nicolai at Jefferies. Please proceed, Marco.
Good morning. I've got more of a top-down question. In the past, the discussion around TIM were more around potential in-market deal between in the generic telco sector. The CEO of TIM was an advocate of this scenario happening. He said in the past that more consolidation within the telco business would be better for the sustainability of this business in general, and also was comparing to other regions where the sector is more consolidated. With this transaction, you take out one of the Italian players, in a way reducing the likelihood for more in-sector in-market integration.
My question is, where does this leave us in terms of need of further integration in the telco space? Is further integration in this space needed for the, you know, profitability and the sustainability of the sector in the future? Thank you.
No, thank you, Marco. That's a very good question. I mean, first of all, we're doing an integration because we're, you know, integrating PosteMobile into TIM. That would be, if the transaction goes ahead, the first step that will happen, and that's the first step into that direction that I agree with the CEO of TIM needs to happen in the country. The second answer is that, technically, we're not taking away the player from the market. We thought about the full merger that, you know, would have had, you know, other kind of benefits.
with the aim of keeping the player in the market, and going down the route of the consolidation and the market repair, TIM will be there as a player. It will not be eventually listed, okay. The player in telecom will be there. Let me say that this transaction, the proposed transaction, we believe has the potential to accelerate the consolidation because the strength that we will give with our distribution capabilities to TIM will make, you know, more aggressive in market as you define them, players less inclined to be aggressive in pricing, gain market share and then, you know, take it from there.
It would be, you know, a very, you know, risky strategy when TIM is owned by Poste, which such a strong commercial distribution that will be there, you know, for the long term. I don't know whether I've been able to, you know, explain it clearly on this, but.
Yes, thank you. Yeah, very interesting. Maybe as a follow-up on the leverage, in order to remain in your investment grade band, how much further can you go compared to the 1.5x EBITDA multiple? Thank you.
Please, Camillo.
Well, look, we think that we have significant space, and I'll stop here.
Thank you.
Okay. Next question is from Michael Huttner at Berenberg. Go ahead, Michael.
Fantastic. Thank you so much. I have two, and I'm really sorry. On the 66.7%, you already own 20.1%, so does it mean that technically 44.6% is enough for the I mean, in terms of total share count acceptance? I don't know. That I was a bit confused by that. The other one, you said that you actually mentioned the figure of DPS EUR 1.25, EUR 1.30, something like that. But if you I can't do the math. Your share count goes up by roughly 30%. Your cash flow in year zero, 2006, doesn't actually change. TIM actually. You'll only own TIM at the end of the year.
Effectively, does it mean that for one year, the year of transition, 2026, I call this, you'd accept effectively paying close to 100% of your profits to maintain that 1.25-1.3 kind of consensus? Thank you.
No, Michael, thank you for the question. The 67.67% is a threshold that includes the current 20% stake. On the second question, which means that to reach 66.7, we'll need another 46, roughly.
Correct.
On your final question then, you're right, Michael. Obviously, to maintain the dividend per share of 2026, as we will not have the full consolidation of the asset for the entire 12-month period, this means that for the first year, we'll have to increase the payout, which we can do because we have, as we said multiple times, ample distributable reserves so that we can use.
May I ask a follow-up? I know it's really naughty, but you know you've got the EUR 500 million coming from Poste, I call it Poste Vita, but your insurance business, annually, and I think it's the last tranche, right, coming in July. Is there a possibility, given the strong solvency, that this goes on for more years?
Sorry, Michael. The one that is gonna be paid this coming July is the second tranche, and the third one will be in 2027. We don't anticipate any additional remittance on top of the, of course, full remittance of annual profits.
Super clear. Thank you so much. Well done, guys. Honestly, this is magic. Thank you.
Thank you. We have no further questions. I think we can end the call here.
Thank you very much. Obviously, we will be on the road, explaining. There is a lot of work to do with my colleagues, and hopefully, we will get the opportunity to see as many as you as possible. Thank you for the time.