Pedersoli and Allen & Overy advise INWIT in the agreement for the incorporation of the first Italian tower operator

Milan, 30 July 2019 – Pedersoli Studio Legale has advised INWIT in the negotiation and execution of the Framework Agreement dated 26 July 2019 with its holding company TIM, Vodafone Italia S.p.A. and the sole shareholder of this latter Vodafone Europe BV to the purpose of governing the terms and conditions of a single transaction, aimed at consolidating the ownership of the passive network infrastructures of Vodafone in INWIT.

The Framework Agreement sets forth: (i) the acquisition of 43.4% corporate capital of Vodafone Tower (a company that will be incorporated by Vodafone Europe BV by demerger of Tower Branch) at a price equal to 2,140 million Euro; and (ii) the merger by incorporation of Vodafone Tower in INWIT by issuing in favour of Vodafone Europe BV no. 360 million INWIT ordinary shares (representing 37.5% corporate capital) admitted to listing. Moreover, the transaction provides for the entering into, according to different timing, of several commercial agreements. In particular, the new long-term service agreements (Master Service Agreement) will be effective upon execution of the merger and they will grant the new INWIT to secure revenues for more than 700 million Euro.

The execution of the merger is subject to different conditions and the relevant completion is reasonably expected in the first half of 2020.

As a result of the existing control relationship between TIM and INWIT and the relevance of the transaction, the same represents a related-party transaction of “greater importance” pursuant to the “Regulation on related-party transactions” introduced by CONSOB. Therefore, the Board of Directors of INWIT has approved the transaction and the entering into of the Framework Agreement subject to the prior approval of the relevant Related-Party Committee that has been advised by Allen & Overy as independent legal expert.

The team in Pedersoli Studio Legale has been led by Carlo Pedersoli (Equity Partner) and Andrea Gandini (Equity Partner), with the support of Diego Riva (Equity Partner) and Marida Zaffaroni (Partner) as to M&A aspects and commercial agreements, Davide Cacchioli (Equity Partner) and Alessandro Bardanzellu (Partner) in relation to antitrust and golden power issues; administrative law matters have been managed by Marco Trevisan (Senior Associate), Rosaria Costanzo and  Alessandro Zuccaro (Associates), while Maura Magioncalda (Equity Partner), Michele Parlangeli (Senior Associate) and Giuseppe Smerlo (Associate) have provided legal assistance in relation to the Binding Commitments of the lenders and Francesca Leverone (Junior Partner) has advised on Capital Market issues.

Allen & Overy team was composed of Paolo Ghiglione (Partner) and Marco Biallo (Senior Associate).




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