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意大利邮政收购意大利电信后,TIM巴西未来去向引发出售讨论

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Poste Italiane takeover puts TIM Brasil’s future up for discussion

意大利邮政收购意大利电信后,其CEO称TIM巴西对新母公司并非不可或缺,市场开始讨论TIM巴西被出售的可能性,V.tal被视为潜在买家之一。

意大利国有邮政集团Poste Italiane收购意大利电信(Telecom Italia)后,其首席执行官Matteo Del Fante表示TIM巴西对新母公司的计划并非不可或缺,引发投资银行对TIM巴西可能被出售的关注。据Valor了解,尽管意大利政府尚未就潜在出售做出最终决定,且该资产并未正式挂牌,业内人士正基于巴西业务可能被出售的假设开展工作。

Del Fante在10月27日(周二)罗马一场经济会议上作出上述表态,称TIM巴西虽然盈利,但对收购意大利电信背后的战略并非不可或缺,并称打算在未来几个月“策略性地”使用巴西业务,但未说明可能采取的措施。他同时表示该子公司不出售。TIM Brasil被联系时拒绝置评。

据行业消息人士,若意大利方面决定剥离TIM巴西,由BTG Pactual管理的基金持有的V.tal将是最主要的潜在收购候选之一。V.tal拥有覆盖超过2200万户家庭的光纤网络,并在收购Oi光纤基础设施后获得其固定宽带客户群,以Nio品牌运营,同时经营数据传输基础设施和海底电缆。V.tal表示始终关注市场机会,但强调目前没有就此进行任何讨论。被列为潜在买家并不意味着已提出报价或已开始谈判。

Vivo或Claro若收购TIM巴西将面临重大反垄断障碍。据咨询公司Teleco数据,8月Vivo在巴西移动电话市场的份额为37.8%,Claro为33%,TIM Brasil为22%,两大主要竞争对手中任何一方收购TIM Brasil都将产生份额超过50%的运营商,这一情形可能有利于让TIM继续作为移动市场独立竞争者的买家。2022年Oi移动业务出售完成后,巴西主要全国性运营商从四家减至三家;2019年Claro曾收购Nextel。2022年巴西反垄断机构CADE批准将Oi移动资产分给TIM、Vivo和Claro时,已认定市场集中度较高,此后的进一步整合预计将受到严格审查。

UBS BB分析师Leonardo Olmos和Gustavo Farias在10月28日的报告中指出,Del Fante的表态“可能涵盖一项盈利但非核心资产的一系列可能结果,包括部分变现、战略组合或潜在的彻底出售”。Olmos在采访中表示,短期最可能的情形是公司发债支付特别股息并提高杠杆;中长期可能性仍很开放,包括出售或出售并与宽带公司合并。

Poste Italiane的战略重点是在意大利扩大数字服务,利用意大利电信与企业客户的关系。合并后集团的新商业计划预计于2027年第一季度发布,可能明确巴西业务的定位。此次控制权变更通过收购和换股要约及随后的市场购买完成,TIM Brasil向巴西证券交易委员会(CVM)提交的文件显示,这些交易使Poste Italiane在意大利电信的持股增至约86.95%,意大利国家由此间接控制TIM巴西。

意大利电信持有TIM Brasil约68%股份,按TIM Brasil周五(30日)收盘市值456亿雷亚尔计算,该持股价值约310亿雷亚尔,任何交易的价值将取决于谈判条款和控制权溢价。TIM Brasil贡献集团近一半的息税折旧摊销前利润(EBITDA)并产生现金,任何潜在出售都需权衡这一财务贡献。

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Poste Italiane takeover puts TIM Brasil’s future up for discussion

The possibility that TIM Brasil could be sold following the state-owned Poste Italiane’s takeover of Telecom Italia is drawing the attention of investment banks, Valor has learned. Although the Italian government has yet to make a final decision on a potential sale and the asset is not formally on the market, industry sources are working on the assumption that the Brazilian operation could be put up for sale. Expectations of a sale gained momentum after Poste Italiane CEO Matteo Del Fante said TIM Brasil was not essential to the new parent company’s plans. His statement opened the door to discussions about a change in ownership, although the executive also said the subsidiary was not for sale. TIM Brasil declined to comment when contacted. TIM Brasil partners with Oracle to grow corporate cloud, AI business Brazil targets highway connectivity to accelerate AI adoption Vivo plans to accelerate sale of copper cables and real estate If the Italians decide to divest TIM Brasil, V.tal—which is owned by funds managed by BTG Pactual—would be among the leading candidates to consider an acquisition, according to industry sources. A combination would bring together Brazil’s third-largest mobile carrier by number of customers and a fiber and broadband infrastructure platform. Being identified as a potential buyer does not mean that an offer has been made or negotiations are under way. An acquisition by Vivo or Claro would face significant antitrust hurdles, as it would further increase concentration in a market that went from four to three major national groups after the sale of Oi’s mobile business, completed in 2022. Earlier, in 2019, Claro had acquired Nextel. In August, Vivo held a 37.8% share of Brazil’s mobile phone market, while Claro and TIM Brasil had shares of 33% and 22%, respectively, according to data compiled by consulting firm Teleco. In other words, a potential acquisition of TIM Brasil by either of its two main competitors would create a carrier with a market share of more than 50%. This scenario is likely to favor buyers that would keep TIM as an independent competitor in the mobile market. The public signal about the subsidiary’s role in the group’s plans came from Del Fante at an economic conference in Rome on Tuesday (27). The executive described TIM Brasil as profitable but not essential to the strategy behind the acquisition of Telecom Italia. He added that he intends to use the Brazilian operation “tactically” in the coming months, without specifying what measures might be taken. In a report released on October 28, UBS BB analysts Leonardo Olmos and Gustavo Farias noted that Del Fante’s statement “could encompass a range of possible outcomes for a profitable but non-core asset, including a partial monetization, a strategic combination or, potentially, an outright sale.” “In the short term, the most likely scenario, based on what I have been hearing from both local and foreign investors, is for the company to issue debt to pay a special dividend and increase leverage, putting a more highly leveraged capital structure in place at TIM Brasil. In the medium to long term, the possibilities remain wide open, including a sale or a sale combined with a merger with a broadband company or group of companies,” Olmos said in an interview. Poste’s strategy is focused on expanding its presence in digital services in Italy, leveraging Telecom Italia’s relationships with corporate customers. The new business plan for the combined group is expected to be released in the first quarter of 2027 and could clarify the role envisaged for the Brazilian operation. The change of control took place through a takeover and share exchange offer, followed by purchases on the market. According to a filing by TIM Brasil with the Securities and Exchange Commission of Brazil (CVM), these transactions increased Poste Italiane’s stake in Telecom Italia to approximately 86.95%. As a result, the Italian State gained indirect control of the Brazilian subsidiary. A potential sale would involve substantial sums. Telecom Italia owns about 68% of TIM Brasil, a stake valued at approximately R$31 billion based on the carrier’s market capitalization of R$45.6 billion at Friday’s (30) close. The value of any transaction would depend on the terms negotiated and any control premium. Industry sources say the complementary nature of the businesses would make V.tal one of the potential buyers. The company has a fiber network reaching more than 22 million homes, built following its acquisition of Oi’s fiber infrastructure. It also acquired Oi’s fixed broadband customer base and rebranded the operation as Nio. V.tal also operates data transmission infrastructure and submarine cables. When contacted, V.tal said it is always monitoring market opportunities but stressed that no discussions on the matter are underway. A combination with TIM would add a nationwide mobile operation and could expand the range of services offered jointly. A deal structure would depend, however, on financing capacity and an agreement on asset valuations, control, and corporate governance. It would also be necessary to assess the impact on V.tal’s business of supplying infrastructure to other carriers. For Vivo and Claro, the main obstacle would be the overlap with TIM in the mobile market. A full acquisition by either competitor would reduce the number of major national groups in the segment from three to two. In 2022, Brazil’s antitrust regulator, the Administrative Council for Economic Defense (CADE), approved the division of Oi’s mobile assets among TIM, Vivo, and Claro, subject to competition-related commitments. The decision required a casting vote by the agency’s president after the board members were deadlocked. The measures included the divestment of some of the radio base stations acquired and obligations to provide wholesale services. At the time, the antitrust regulator had already identified a high level of concentration resulting from the reduction in the number of major national carriers from four to three. This history suggests that any further consolidation would face close scrutiny, although the outcome would depend on the structure of the proposed transaction. On the Italian side, any potential sale would have to be weighed against the subsidiary’s financial contribution. TIM Brasil accounts for nearly half of the group’s earnings before interest, taxes, depreciation and amortization (EBITDA) and generates cash. TIM Brasil: expectations gained momentum after Poste Italiane CEO said Brazilian carrier was not essential to new parent company’s plans Divulgalção/TIM

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