TI » Topics » The acquisition of Virgilio and Tin.it

This excerpt taken from the TI 6-K filed Apr 5, 2005.

The acquisition of Virgilio and Tin.it


The details of the transaction, worth a total of Euro 950 million, are as follows:

the purchase of Virgilio by Telecom Italia which will acquire 60% of Webfin (which currently holds 66% of Matrix) and 0.7% of Matrix, currently held by TI Media, for a total amount of Euro 70 million. Upon conclusion of the transaction, Telecom Italia, which already holds a 40% stake in Webfin and a 33.3% stake in Matrix, will have full ownership of Webfin and Matrix, and therefore full control over Virgilio’s operations;

Telecom Italia will acquire 100% of the share capital in a newly formed company to which TI Media will transfer the Tin.it business unit. The sale price will be Euro 880 million.


The transaction, neutral from a tax point of view, will generate approximately Euro 850 million capital gain for TI Media at parent level and about Euro 900 million at a consolidated level.


The investment banks JP Morgan and Lazard and Professors Mauro Bini and Maurizio Dallocchio assisted the Telecom Italia Board of Directors in determining the transfer price for Tin.it and Virgilio. The TI Media Board of Directors was assisted by Morgan Stanley, and investment bank Merrill Lynch upon the autonomous and exclusive designation of the independent Directors.


In addition, Prof. Angelo Provasoli, mandated by Telecom Italia, audited the accuracy and fairness of the criteria used by all the consultants nominated by both Telecom Italia and TI Media.




This excerpt taken from the TI 6-K filed Apr 4, 2005.

The acquisition of Virgilio and Tin.it


The details of the transaction, worth a total of Euro 950 million, are as follows:

the purchase of Virgilio by Telecom Italia which will acquire 60% of Webfin (which currently holds 66% of Matrix) and 0.7% of Matrix, currently held by TI Media, for a total amount of Euro 70 million. Upon conclusion of the transaction, Telecom Italia, which already holds a 40% stake in Webfin and a 33.3% stake in Matrix, will have full ownership of Webfin and Matrix, and therefore full control over Virgilio’s operations;

Telecom Italia will acquire 100% of the share capital in a newly formed company to which TI Media will transfer the Tin.it business unit. The sale price will be Euro 880 million.


The transaction, neutral from a tax point of view, will generate approximately Euro 850 million capital gain for TI Media at parent level and about Euro 900 million at a consolidated level.


The investment banks JP Morgan and Lazard and Professors Mauro Bini and Maurizio Dallocchio assisted the Telecom Italia Board of Directors in determining the transfer price for Tin.it and Virgilio. The TI Media Board of Directors was assisted by Morgan Stanley, and investment bank Merrill Lynch upon the autonomous and exclusive designation of the independent Directors.


In addition, Prof. Angelo Provasoli, mandated by Telecom Italia, audited the accuracy and fairness of the criteria used by all the consultants nominated by both Telecom Italia and TI Media.




EXCERPTS ON THIS PAGE:

6-K
Apr 5, 2005
6-K
Apr 4, 2005
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