Announcement • Feb 02
Fega & Schmitt ElektrogroßHandel Gmbh completed the acquisition of TIM S.A. from Krzysztof Folta and others. Fega & Schmitt ElektrogroßHandel Gmbh agreed to acquire TIM S.A. from Krzysztof Folta and others for PLN 1.1 billion on March 24, 2023. The Offer price will be PLN 50.69, representing a premium of 34.1%, 51.7% and 67.0% to the last closing price. Transaction comprises acquiring also 3LP S.A., TIM’s subsidiary. It was further agreed that the composition of the boards of directors of TIM and 3LP would remain unchanged to allow them to continue the implementation of their existing strategies with the support of the Würth Group. If, as a result of the Offer, the threshold of at least 95% of the total number of votes at the general meeting is achieved, the Offeror intends to announce a squeeze-out of the shares. The offer will open from September 28, 2023, and will close on October 27, 2023. As of October 20, 2023, Fega + Schmitt Elektrogroßhandel Extends Tender Offer For Tim Shares till December 6, 2023. As of November 29, 2023, Fega & Schmitt are extending their tender offer for shares of electrical equipment distributor TIM until December 29, 2023. The share purchase transaction on the Warsaw Stock Exchange is scheduled for January 4, 2024, with the settlement expected to take place on January 9, 2024. The transaction was subject to the approval of the responsible competition authorities. On January 25, 2024, UOKiK Tomasz Chróstny has granted conditional approval and a condition acceptable to the buyer.
Anna Romaniuk, Jacek Jarosz, Michal Michalak and Maksymilan Przeczek of mInvestment Banking S.A. acted as financial advisor to TIM S.A. DLA Piper Gizinski Kycia sp. k. acted as legal advisor to TIM S.A. mBank S.A. (WSE:MBK) acted as financial advisor to TIM S.A. BNP Paribas Bank Polska Spolka Akcyjna acted as financial advisor to Fega & Schmitt ElektrogroßHandel Gmbh. Marek Swiatkowski, Piotr Jackowski, and Maciej Goszczyk of Domanski Zakrzewski Palinka sp. k. acted as legal advisor to Fega & Schmitt ElektrogroßHandel Gmbh. Ernst & Young Global Limited acted as accountant to Fega & Schmitt ElektrogroßHandel Gmbh. Santander Bank Polska S.A. – Santander Biuro Maklerskie acts as intermediary broker and transaction advisor under the tender offer for Fega & Schmitt ElektrogroßHandel Gmbh. KPMG Advisory Sp. z o.o. appointed as Fairness Opinion provider by Management Board of TIM.
Fega & Schmitt ElektrogroßHandel Gmbh completed the acquisition of TIM S.A. from Krzysztof Folta and others on January 31, 2024. W.EG intends to conduct a public squeeze-out, followed by delisting the company from Warsaw Stock Exchange. 
