Tim-Open Fiber, signed agreement for the launch of a single network

Memorandum of Understanding signed

Signed agreement for starting a single Tim-Open Fiber network. The parties have signed a non-binding memorandum of understanding, the Memorandum of Understanding (MoU), relating to the integration project between the TIM and Open Fiber networks. The objective of the MoU is alaunch a process aimed at creating a single telecommunications network operatornot vertically integrated, controlled by CDPE and participated by Macquarie and KKR, which allows to accelerate the spread of optical fiber and Very High Capacity Networks (VHCN) infrastructures throughout the country, thus allowing access to the most innovative and efficient, offered by the market to the general population, public bodies and businesses, thus contributing to a more rapid, lasting and sustainable development of the country.

The parties, according to a note, “agreed that the transaction could be articulated through the separation of the fixed network infrastructure activities from the commercial ones of Tim – through a corporate transaction or combination of corporate transactions to be defined – and the integration of the first with the network controlled by Open Fiber with modalities to be defined. As a result of this operation, Tim, on the Italian market, will be able to focus its activities on telecommunications and data transmission services as a priority. The project will be pursued by the parties in compliance with the constraints regulators relating to infrastructural activities, internal authorization processes and the interests of the respective shareholders, investors and stakeholders, as well as in full, transparent and preventive consultation with all the competent national and European authorities “.

With the signing of the non-binding MoU, “the Parties have undertaken to negotiate exclusively and in good faith the terms and conditions of the Transaction with the aim of reaching the signing of any binding agreements by 31 October 2022. Therefore, the signing of these agreements will be brought to the approval of the respective decision-making bodies and subject to obtaining the necessary authorizations (including those relating to antitrust) from the competent national and European Authorities. Furthermore, regardless of the structure that may ultimately be identified and shared, the transaction will be submitted to the approval of Tim’s shareholders’ meeting. For Tim, the possible implementation of the Transaction will also be subject to the rules set out in Consob Regulation no. 17221/2010 on transactions with related parties, given that Tim has identified a relationship of correlation with CDP (which is a shareholder of Tim) and the companies it controls late “.

“On the basis of the information available, it is estimated that the transaction can qualify as a” transaction of greater importance “for the purposes referred to in Article 8 of the aforementioned regulation. Tim’s related parties committee was promptly involved in the negotiation phase and examined the MoU during a number of meetings. TIM will continue to ensure full compliance with the applicable regulations in terms of internal approval processes and public disclosure “.