TIM (Telecom Italia), a wireless carrier and fixed broadband provider in Italy, announced that a consortium of institutional investors led by Ardian, a French private equity firm, has submitted a binding offer to purchase the majority of shares in the holding company Daphne 3, which in turn holds a 30.2% stake in INWIT (Infrastrutture Wireless Italiane S.p.A.), a tower company in Italy. Specifically, the Ardian-led consortium is offering €10.75 per INWIT share for TIM’s 41% stake in Daphne 3, which equates to a transaction value of €1.3bn. As such, TIM will retain 10% ownership of Daphne 3 and thus, a 3% indirect stake in INWIT.
Transaction Overview – Ardian Ups Stake in INWIT via TIM Purchase
Presently, Ardian owns a 15% indirect stake in INWIT through its existing 49% ownership of Daphne 3. Therefore, post-transaction with TIM, the Ardian-led consortium will increase its stake in Daphne 3 to 90% and, in turn, indirect stake in INWIT to 27.2%.
As a reference point, in October 2020, Ardian acquired its initial €1.35bn stake in INWIT for a price of €9.47 per INWIT share. Indeed, this implies that the Ardian-led consortium is paying a 13.5% premium for its incremental stake purchase from TIM, to gain greater exposure to towers in Italy through INWIT.
The Ardian-led consortium’s offer of €10.75 per share values INWIT, on an enterprise value basis, at ~22x EBITDAaL (EBITDA after Leases) based on 2022 estimates.
Structure and Next Steps
The transfer of shares in holding company Daphne 3 is structured as to not trigger any tender offer obligations and is subject to a number of conditions precedent.
Additionally, TIM’s Board of Directors notes that it is “positively assessing the offer” and has “mandated Pietro Labriola, Chief Executive Officer and General Manager, to negotiate to reach an agreement”.
INWIT – Overview
INWIT operates 22.8k tower sites in Italy (>45% share) with 46k tenants having equipment on the company’s towers. As such, the company has a tenancy ratio of 2.01x. Additionally, INWIT owns 6.4k small cells and distributed antenna system (DAS) sites.
Notably, Vantage Towers’ co-controlled joint ventures include a 33.2% ownership stake in INWIT.
For full-year 2021, INWIT reported revenue of €785m and EBITDAaL of €520m. Therefore, the company’s EBITDAaL margin was 66% in full-year 2021.
Guidance for 2022
For full-year 2022, INWIT provides guidance for revenue of €850m to €860m. Additionally, the company forecasts EBITDAaL of €585m to €595m, implying a 69% EBITDAaL margin. Finally, the mid-point of INWIT’s 2022 guidance infers a year-over-year increase of 8.9% and 13.5% in revenue and EBITDAaL, respectively.