Introduction
Within today's market, it is possible to observe various types of transactions involving listed companies and related to the takeover bid: we have OPSs, which are characterized by an offer of exchange and OPAS which include both offers of exchange and purchase within them and are therefore of a mixed nature. The use of one of these legal institutions can be congenial for a company in a dynamic of purchase of a part, or of the whole, of a target company. The structure of the transaction is directly determined by the strategic objective of the acquiring company: it is therefore possible to re-lead the need to acquire control of a company to the recourse, by the acquiring company, to a public offer of purchase. When the objective of the acquiring company is not to affect its liquid assets, or to carry out an industrial integration, it is more useful to make a public offer of exchange. It is therefore the logic behind these transactions that differ; In the Italian market in recent years we have seen various public offers of a very different kind between them: The public offer of exchange of BPER on Banca Popolare di Sondrio is an example of transaction that follows a aggregate logic of merger, in this case in the banking sector, aimed at exploiting the synergies of the two companies involved. The most recent is the public offer of purchase and exchange that has seen the protagonists of Poste Italiane and Tim, where the logic is no longer attributable to a exclusively acquiring or exclusively aggregate dynamics rather, given the mix of elements of both the OPA and the OPS, the OPAS can be defined as hybrid because of the intrinsic will of the buyer both to acquire part of the target and to integrate some elements.
OPA: Institute Analysis and Declinations
The takeover bid, which is more commonly a public offer of purchase, is characterised by a disinvestment call for shareholders, where the financial assets and the instruments in their possession are sold and transformed into money. (1) The takeover bid consists of: A bidder, the recipients of the offer (called Oblates) who are the owners of the financial products covered by the takeover bid and an issuer (i.e. the target company covered by the same takeover bid that issued the securities subject of the transaction). (1) The offeror proposes to the oblates to purchase, or in the case of an Ops to exchange, certain financial products of their own ownership at a given price or in exchange for other financial products that can usually be: shares, bonds, shares of mutual funds but also non-listed securities. The bids can be divided into two distinct types: voluntary takeover bids and compulsory takeover bids. voluntary takeover bids (regulated by Articles 102 et seq. of the TUF) occur when the promotion of the offer is put to the sole will of the tenderers, and it is possible to make the successful takeover bids subject to suspensive conditions. A further specification can be made concerning the nature of voluntary takeover bids: between totalitarian voluntary takeover bids, where the subject of the takeover bids are the totality of the category securities issued by the issuer, and partial voluntary takeover bids, where only part of the above securities are subject to the takeover bids. Finally, we have compulsory takeover bids (Articles 106 et seq. of the TUF) which takes place for legal imposition upon the occurrence of certain conditions (in Italian legislation it occurs when the offeror arrives to hold more than 30% of the voting rights of a listed company) and can be promoted only on quoted securities, unlike voluntary takeover bids is usually not subject to condition. (1)
Offer Document
The tenderer wishing to promote a tender must disclose to the market a specific communication, called "communication of the tender" in which the information on the fundamental elements of the transaction is to be reported, i.e. the offeror, issuer, price and any conditions under which the successful outcome of the transaction may be subject to. In addition, in the case of the offer, there are also quoted securities, it is necessary to indicate the possible will to carry out a Delisting: then start a procedure for the withdrawal of the possibility of trading of securities subject to the sale. The communication must also contain indications concerning the period of accession: the period within which it will be possible to join the offer. (1)
After the release of the notice begins a period of 20 days where the tenderer must deposit with CONSOB the offer document which, once approved by the commission, is published on the official channels of CONSOB. Despite the operations involving the use of an OPA may differ for various reasons the offer document presents a structure almost similar in many cases, the most important parts are therefore: the premises, which include a timeline defined of the transaction, the warnings, useful to become aware of the risks related to the transaction and know the possible scenarios for both those who should decide to join and for those who should disapprove of the transaction, the parties to the transaction as well as the consideration that lists punctually the information relating to the consideration itself as well as the criteria adopted for its determination. Finally, we find the reasons for the offer and the future programs useful to know the possible will of the offeror, which in the case of Opa relating to quoted securities results in an obligation to disclose, to carry out a delisting of the securities. (1)
Accession to the Offer
The period of accession, or the period within which the Oblates have the possibility to accede or refuse the offeror's proposal, starts after the approval of the issuer's statement by the board of directors of the target company. The parties concerned have three possibilities to join it: during the period of accession, under the purchase obligation procedure or, where appropriate, during the period of reopening the terms of the offer. The period of accession may be subject to an extension which may take place on the initiative of CONSOB with the adoption of a measure motivated by the needs of the correct execution of the offer to protect investors or on the initiative of the offeror who, in order to make use of this option, must have reserved the possibility to exercise it within the offer document. (1) Moreover, it is possible in some cases where quoted securities are sold, to confer their securities to the takeover bid even after the closing of the accession period (ex Article 108 (2) TUF) in particular during the reopening of the terms of the offer or during the period of submission of sales requests where there is a purchase obligation. Once the intention to join, through the procedures provided for, is manifested, the members are liable for the risks that the depositor intermediaries of their will do not deliver in time the registration form. By submitting the accession form the securities issued become unavailable making it impossible for members: to transfer the securities or to make acts of disposition having to cover the aforementioned securities. The accession also becomes irrevocable without prejudice to the possibility for the applicant to join competing offers which have the same securities as the tender to which he had acceded. Only voluntary OPAs may have the good purpose of the offer under suspensive conditions and the tenderer may also reserve the right to waive the conditions under which the outcome of the offer is suspensively conditioned (1). A counter-opa, more commonly referred to as the competing OPA, may also occur on the same quoted securities subject to the first offer, where a different offerer promotes a new offer, usually of a larger amount. Members may use the right of withdrawal in this case if they have already subscribed to the first offer, which is to protect themselves to a greater extent.
The withdrawal of the trading of the security may take place when the offeror manifests this will in the OPAs which have listed securities, in particular the offeror is obliged to provide information on his intention to fulfil the obligation to purchase or restore the float as well as the possible scarcity of the float itself and possible liquidity of the financial instruments following the offer (1). Moreover, the withdrawal of the trading of the security may also come after the conclusion of the offer.
Case Study: Opas by Poste Italiane on Tim
At the beginning of 2026 the board of directors of Poste Italiane decided to launch a totalitarian offer of purchase and exchange (OPAS) on the capital of TIM with the final objective of the postal correspondence company being the Delisting of the telephone company. The offer promoted by Italian mail is subject to suspensive condition that makes the OPAS valid only in case the contact group reaches 66,67% of the capital of the target company. (2)
The exchange offer provides for an increase in capital for Poste Italiane, which aims to issue new shares Poste Italiane to be offered as exchange consideration to TIM shareholders: it will therefore be five thousand shares of the target company to which the holders will deliver they will be paid one hundred nine shares of Poste Italiane. Given the hybrid nature of the transaction, in addition to the exchange of securities is also provided for a balance of liquidity: in fact every five thousand shares is also provided for a payment in cash of eight hundred euro thirty-five. (2)
The figures of the total expenditure in which Poste Italiane would incur if the membership was at the total of the holders would be equal to 2.8 billion euros with consequent assumption of ownership of 22% of the capital of Poste Italiane by the TIM members. The share of state property of the capital of the company of correspondences would suffer a dilutive effect pairs to 23% and in the order CDP and MEF would arrive to hold 28% and 13% of Poste Italiane. The transaction would give life to a group
Analyzing the synergies of the two companies it is possible to identify the objective of the operation: to create a single group, integrating two of the largest Italian industrial companies, once united in fact \ will create the largest connected infrastructure platform in the country ... capable of attracting new investments  (3). The operation is also consistent with the long-term strategy of Italian mail: LÂAD, Matteo del Fante, stated the need for post to integrate the Âcloud, lÂedge computing, data and digital identity of TIM. And in fact the proposed operation to the market aims to scale the platform of post with 3 significant assets: a fixed and mobile network widespread at national level, an advantage position in the cloud infrastructures and data center and ultimately the possibility of offering safe and sovereign connectivity to stakeholders (3).
Poste Italiane has also identified a total potential of synergies before taxes of 700 million euros per scheme. The revenue synergies are at 200 million euros, achievable over a horizon of 3 years. (3)
Case Study: Ops of Bper on Banca Popolare di Sondrio
A further example of public offer is BPER's Lupards on Banca Popolare di Sondrio, where in February 2025 BPER launched a public offer of totalitarian exchange on Banca Popolare di Sondrio, evaluating it 4.3 billion euros. The offer was structured in such a way as to foresee the allocation of 1.45 newly issued shares of BPER for each title of Banca Popolare di Sondrio and, in the case of full membership, the total value of the offer would be around 4.32 billion euros. It appears in a prize of 6.6% on the closing of the stock exchange. (4) The offer also had conditions of effectiveness and therefore suspensive of the production of effects of the offer: If the offeror arrives to hold a holding of at least 50% plus one of the share capital of the issuer the offeror reserves the possibility to waive the threshold condition provided that the participation that the offeror reaches to hold is in any case equal to at least 35% plus one of the share capital of the issuer, the latter defined as a minimum threshold (5).
The documentation made available by BPER lists the reasons for the offer as follows: • The improvement of the Offering would allow BPER to consolidate its position in northern Italy, one of the most economically dynamic territories at European level, proposing itself as a reference point ( •go -to -bank•) for companies and households. In particular, the Offeror aims to combine the solidity, innovation capacity and the range of offering of a primary national bank with the direct relationship with the customer and the deep rooting in the territory typical of a bank of proximity. In this regard, the Offeror intends to preserve the brand of BP Sondrio in the historical areas, recognizing it as an integral part of the strong territorial identity of the Issuer, which boasts a long tradition of proximity to families, local enterprises and communities . (5), this demonstrates a logic aggregate behind the OPS that has as its objective to exploit the synergies of the offeror and the target to achieve concrete objectives, the transaction was born with the intent to unite two complementary banks, creating a stronger and integrated entity that has the ability to offer more products and services (5). In this case, unlike the motivations behind the OPAS of Poste Italiane on TIM, we can a logic purely supplementary as it has been offered an exchange to the oblates, without even providing for an additional balance of liquidity.
Conclusion
The panorama of public offers for purchase or exchange is wide and varied: there may be mixed needs, therefore exploitation of synergies at the same time as the intention to take possession of the issuer, which may be the motivation of the use of a OPAS, as in the case of the recent offer of purchase and exchange aimed at TIM by Poste Italiani. It is still possible that the will is exclusively to exploit the synergies of two similar institutions in the banking sector, it is therefore justified the will of BPER to formulate a public offer of exchange for Banca Popolare di Sondrio. It is therefore the needs of each actor to influence the structure of these projects, I influence heavily on the possibilities of success of the same.
Bibliography
1)https://www.consob.it/web/investor-education/in-case-of-offer-public-purchase
2)https://www.ilsole24ore.com/art/poste-presenta-l-opas-totalitaria-l-acquisto-telecom-italia-AISLRU6B
4)https://tg24.sky.it/economy/2025/02/06/bper-offer-public-exchange-popular-di-sandrio
(5)https://group.bper.it/governance/ops-question-and-answers