Poste Italiane Owns 86% of TIM. Why the Last 14% Still Matters

Poste Italiane closed its tender offer for Telecom Italia (TIM) at the end of September holding 85.82% of the shares, according to Il Sole 24 Ore and Telecoms.com. That is a commanding position, but it is below the 90% level Italian law requires before a buyer can force the remaining holders to sell, so TIM stays listed and Poste must find another route to full ownership. The gap between control and complete ownership is a structuring issue that applies to private companies of every size.

What happened at TIM

Poste launched its offer for TIM earlier this year, and the initial period ended on September 11 with Poste holding about 66.6%, based on Forbes Italia's account. Poste then raised the price by 30 cents per share in cash and reopened the offer for five trading days, from September 21 to 25. Another 19.195% of TIM's shares (409,957,676 shares) were tendered in that window, which brought Poste's total to 85.822%. Telecom industry coverage had put the total value of the buyout at roughly 13 billion euros.

The missing piece is the 90% line. Under article 111 of Italy's Consolidated Financial Act, a bidder that crosses 90% can buy out the remaining shareholders and delist the company. Poste did not get there, and it has said the conditions for that right have not been met. Analysts at Equita and Intermonte described the result as a position of substantial control that lets integration begin, with Intermonte citing expected synergies of 700 million euros. The ownership question, however, is not closed.

Control and ownership are different things

An 85% owner can generally elect the board, approve the budget, set strategy, and direct the company's cash. What it cannot always do is eliminate the remaining 15%. Those holders keep their economic rights, their right to information, and whatever protections company law and the governing documents give minority investors. They also keep the ability to say no, which has a price.

This is the holdout problem. Once a buyer is close to the finish line, each remaining shareholder knows the buyer wants the last shares more than the market does. Some will wait for a better offer, and some will hold simply because tendering is optional. Poste faces a version of that now. Il Sole 24 Ore reported that its options include buying shares on the open market or merging TIM into another Poste subsidiary such as PosteMobile, and Equita noted that for six months Poste cannot buy on the market above the implied offer price, which it estimates at about 6.65 euros per share. Each route has its own cost and timing.

Where private owners meet the same threshold

Most private company owners will never run a public tender offer, but the same mechanics sit inside ordinary ownership structures. In many U.S. states a parent that owns a high enough percentage of a subsidiary, 90% in Delaware for example, can merge the subsidiary into itself without a vote of the minority. Below that level the buyer typically needs a shareholder vote, and minority holders may have appraisal rights, which allow a court to determine the fair value of their shares if they object. Thresholds differ by state and by country, which is why the structure should be checked before the deal is priced.

In privately held companies the more common tool is a contract. A drag-along right in a shareholders' agreement lets a majority holder require the minority to sell on the same terms when a buyer wants 100% of the company. A tag-along right lets the minority join a sale by the majority. A founder who sold equity to early employees, friends, or a venture investor without these provisions may find, at the moment of sale, that a buyer who wants the whole company cannot get it without every holder's signature. Buyers price that risk. They may lower the offer, require a holdback, or walk away.

The second example: Tata Motors and Iveco

A parallel tender offer is under way in Italy for Iveco Group. On October 9, Tata Motors raised its price from 14.10 to 14.40 euros per share, lifting the maximum cost to about 3.906 billion euros, and called the new figure its best and final determination of the offer price, according to Il Sole 24 Ore. The company also said completion will be slightly delayed because regulatory approvals took longer in some jurisdictions.

Two lessons carry over to private deals. First, a buyer that signals a final price is trying to close the gap between the shares it has and the shares it needs, and a published price ceiling gives holders a reason to tender before the window closes. Second, the premium shown in the headline depends on the reference date. Tata's new price is a 6.77% premium to the closing price on July 29, 2025, the last trading day before the deal was announced, and a 33.47% premium to July 17, 2025, the last day before takeover rumors began. Same price, two very different premiums. Owners comparing offers should ask which baseline a buyer is using.

What to watch next

Poste has not said which route it will take to take TIM private. It has indicated a new strategic plan in the first quarter of 2027, and Equita and Intermonte both expect integration work to start immediately. Tata's offer for Iveco will show whether a price labeled final is enough to deliver the shares it needs once the approvals clear. Both outcomes are useful reference points for how buyers and minority holders behave when one party has most of what it wants.