MILAN (Reuters) – Telecom Italia (MI:TLIT) (TIM) has signed a non-disclosure agreement with Italian state lender CDP to start formal talks on potentially combining the phone group’s network with that of smaller broadband rival Open Fiber.
The move comes as TIM boss Pietro Labriola presses ahead with a plan to revamp Italy’s biggest phone company centred around a split of its wholesale network operations from its service business.
The start of talks, announced by the company on Saturday, is yet another sign that TIM plans to chart a different course to a non-binding approach for all of its business made by U.S. fund KKR in November.
TIM kept KKR waiting for four months before agreeing in March to engage in talks, while pressing ahead with its standalone reorganisation to unlock what the group calls its “untapped value”.
A source familiar with the matter said KKR will say in a letter on Monday that it will not pursue a formal bid unless TIM grants it the due diligence the fund has been requesting for months, which has become more crucial as the market situation changes due to the Ukraine conflict.
TIM, which asked KKR to say whether the terms of its 10.8 billion euro approach were still valid, has said the review can only be confirmatory in nature, meaning it would have to be preceded by a formal offer.
TIM’s board is expected to discuss KKR’s letter and a separate proposal from private equity firm CVC for a stake in its enterprise service business on April 7.
Rome has been keen to merge TIM’s fixed assets with those of Open Fiber to avoid costly duplication of investment needed to upgrade the national network, but a deal has proven elusive due to antitrust issues.
TIM said it is aiming to agree with CDP by April 30 a memorandum of understanding to define the objectives, structure and main evaluation criteria for the integration project.
Open Fiber is 60% owned by CDP, which in turn also owns 10% of TIM. Under the tie-up plan, state-owned CDP would get control of the merged network, sources have said, which could ease antitrust issues as TIM would no longer hold a majority.
Sources have said TIM might later agree a compromise with KKR by involving the fund in its plans for the Open Fiber tie-up. KKR already owns a 37.5% stake in TIM’s last-mile network.