The board of Telecom Italia agreed safeguards to ensure shareholders are not blind-sided by any attempt to sell its Brazilian unit.
It’s not clear what all the safeguards are, but putting them in place was undoubtedly prompted by Telefonica’s recent attempt to off-load TIM Brasil in order to satisfy the country’s anti-trust regulator.
TIM Brasil, owned by a Telecom Italia holding company, controls TIM Participacoes, the second-largest mobile operator in Brazil. Telefonica owns Vivo, a TIM rival, and is also a major shareholder in Telecom Italia.
Telefonica apparently did not inform Telecom Italia of its sell-off intentions, while the Italian incumbent has always maintained TIM Brasil is a strategic asset and would be unwilling to sell.
Telecom Italia said previously it wanted to make sure independent directors would evaluate any sale proposal for TIM Brazil, and one safeguard that has come to light is a special shareholders’ meeting should a TIM Brasil sale be on the table. And if Telefonica was found to have any direct interest in the sale, it would be excluded from that meeting
These precautions, say Telecom Italia, apply to all deals worth more than €2 billion.
Reuters further reports that Telco, Telecom Italia’s controlling investor, is in talks to give minority investors the power to appoint the chairman when its board is renewed this spring.
In January, directors of the Italian incumbent began reviewing a motion put forward by minority investors – led by Marco Fossati – to strip Telco’s power of naming four-fifths of Telecom Italia’s board members.
Although Telco owns only 22.4 per cent of Telecom Italia, the four-fifths rule effectively gives the investor group – majority-owned by Spain’s Telefonica – control of the Italian operator.
Telecom Italia has also confirmed the appointment of Aldo Minucci as the company’s new chairman, a post he is expected to keep only until April when all directors are due to be re-elected.
Minucci is currently the company’s vice chairman and has been acting chairman since Franco Bernabe resigned in October.