“Appreciated but needs improvement”, is how TIM responds to the KKR offer

TIM’s Board of Directors met today, chaired by Salvatore Rossi, to examine the non-binding offer presented by KKR on February 1, 2023 (the “NBO”) for the purchase of a stake in a company to be incorporated which would substantially control the management and infrastructural perimeter of the fixed network, including the assets and activities of FiberCop, as well as the investment in Sparkle (so-called “NetCo”).

As is known, the Board of Directors is committed to pursuing the strategic objectives defined at the Board of Directors’ meeting of 6 July 2022 and announced at the Capital Market Day of 7 July 2022. In this context, it examined the content of the NBO , as well as the letter of extension received on 21 February 2023, also with the help of the analyzes and insights carried out by management with the support of advisors.

In the light of the information received, the Board greatly appreciated the interest expressed in the aforementioned NBO, even though it considered that it did not fully reflect the value of the asset and TIM’s expectations, also in terms of the sustainability of the company resulting from the transaction contemplated therein. Therefore, to favor the alignment of the conditions of the proposed transaction with the relevant strategic framework for TIM, the Board resolved to make available to KKR – not exclusively – some specific information elements and to request the further information necessary to understand complete the assumptions and economics of the proposal.

The above, with the aim of receiving an improved offer, following the aforementioned information exchanges and by the deadline of 31 March 2023.

CS