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The decision of Telecom Italia (TIM) TLIT.MI to sell its fixed telephone network to KKR
KKR.N is an important step for the former telephone monopoly and falls under the EXCLUSIVE jurisdiction of the board of directors, the head of the telecommunications group said on Thursday.
Chief Executive Pietro Labriola’s comments follow criticism from major shareholder Vivendi VIV.PA, which threatened a legal challenge to the network’s sale plan, saying it considered the decision to proceed without a shareholder vote “illegal “.
In a conference call with analysts after the results were released, Mr. Labriola said the decision to accept KKR’s offer of 19 billion euros ($20.3 billion) for its telephony assets fixed without a shareholder vote “was based on several independent legal opinions indicating that the matter was clearly within the EXCLUSIVE jurisdiction of the board of directors.”
“It is not possible, under Italian law, to transfer this competence to shareholders,” added the CEO.
According to Vivendi, the sale required an extraordinary shareholder vote because it would change TIM’s corporate purpose and would therefore require an amendment to the company’s statutes.
Mr. Labriola rejected this argument, citing a “very careful and in-depth analysis of the operation based on the effective perimeter of TIM’s network.”
“There is nothing in our statutes that calls for ownership of the network. And so, frankly, we are quite confident that our view of the transaction will be upheld, even in court,” he added .
Mr. Labriola declared that the operation was “nothing other than the strict execution of the business plan (delayering)” unanimously approved in 2022.
Sources told Reuters that Vivendi is now expected to file a lawsuit in a Milan court to challenge the board’s decisions.
But TIM’s chief legal officer, Agostino Nuzzolo, speaking on the conference call with analysts, said the company had so far received no indication of a court complaint seeking to suspend the agreement.
Mr Labriola said that as the group did not anticipate any “impediments to required approvals” or risk of delay or blocking of the transaction, there would be no change in the timing of the closing of the operation, scheduled for the summer of next year.
(1 dollar = 0.9360 euros)