0000947871-09-000829.txt : 20091230 0000947871-09-000829.hdr.sgml : 20091230 20091230125623 ACCESSION NUMBER: 0000947871-09-000829 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20091230 DATE AS OF CHANGE: 20091230 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELECOM ITALIA S P A CENTRAL INDEX KEY: 0000948642 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: L6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61827 FILM NUMBER: 091265697 BUSINESS ADDRESS: STREET 1: PIAZZA DEGLI AFFARI 2 CITY: 20123 MILAN STATE: L6 ZIP: L6 BUSINESS PHONE: 011-39-02-8595-1 MAIL ADDRESS: STREET 1: PIAZZA DEGLI AFFARI 2 CITY: 20123 MILAN STATE: L6 ZIP: L6 FORMER COMPANY: FORMER CONFORMED NAME: STET SOCIETA FINANZIARIA TELEFONICA PA DATE OF NAME CHANGE: 19950727 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mediobanca - Banca di Credito Finanziario SpA CENTRAL INDEX KEY: 0001379481 IRS NUMBER: 000000000 STATE OF INCORPORATION: L6 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PIAZZETTA ENRICO CUCCIA, 1 CITY: MILAN STATE: L6 ZIP: 20121 BUSINESS PHONE: 011 39 02 88291 MAIL ADDRESS: STREET 1: PIAZZETTA ENRICO CUCCIA, 1 CITY: MILAN STATE: L6 ZIP: 20121 SC 13D/A 1 ss81014_sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Telecom Italia S.p.A.

(Name of Issuer)

Common Shares of euro 0.55 par value each

(Title of Class of Securities)

87927W10

(CUSIP Number)

MEDIOBANCA S.p.A.

Attn: Dr. Stefano Vincenzi

Director, Office of Compliance

Piazza di Spagna, 15

00187 Rome, Italy

011.39.06.6795877

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

Copy to:

Tobia Croff, Esq.

Shearman & Sterling LLP

Via Borgognona, 47

00187 Rome, Italy

011.39.06.697.6791

December 22, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

SCHEDULE 13D

CUSIP No. 87927W10

Page 2 of 10 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mediobanca S.p.A. - Banca di Credito Finanziario S.p.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Italy
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,003,586,907 (See Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,003,586,907 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,003,586,907 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.4%
14	TYPE OF REPORTING PERSON (See Instructions) CO, BK

This Amendment No. 6 amends the Statement on Schedule 13D, dated October 31, 2006, as subsequently amended (the “Schedule 13D”), filed by the Reporting Person, a company incorporated under the laws of the Republic of Italy, with respect to the ordinary shares, euro 0.55 par value per share, of Telecom Italia S.p.A. (the “Telecom Italia Shares”), a company incorporated under the laws of the Republic of Italy (“Telecom Italia”). Capitalized terms used in this Amendment No. 6 without definition have the meanings ascribed to them in the Schedule 13D.

Introduction.

On April 28, 2007, a group of investors (the “Investors”) made up of Assicurazioni Generali S.p.A. (“AG” and, together with the AG group companies (Alleanza Toro S.p.A., formerly known as Alleanza Assicurazioni S.p.A., INA Assitalia S.p.A., Generali Lebensversicherung AG, formerly known as Volksfürsorge Deutsche Lebenversicherung AG, and Generali Vie S.A.) that became investors on October 25, 2007 pursuant to the October 25th Amendment (as defined below), together “Generali”), Sintonia S.A. (“SI”), Intesa Sanpaolo S.p.A. (“Intesa Sanpaolo”), Mediobanca S.p.A. (“Mediobanca” and, together with Generali, SI and Intesa Sanpaolo, the “Italian Investors”) and Telefónica S.A., the Spanish-based telecommunications operator (“Telefónica”), entered into a co-investment agreement (as subsequently amended by an amendment agreement on October 25, 2007 (the “October 25th Amendment”), the “Co-Investment Agreement”). The Co-Investment Agreement established the terms and conditions for their participation in Centotrenta 4/6 S.r.l., an Italian company with registered office at Galleria del Corso 2, Milan, Italy, fiscal code n. 05277610969 subsequently transformed into an Italian joint stock company and renamed as Telco S.p.A. (“Telco”), an Italian corporation. On November 15, 2007, the registered office of Telco was transferred to Via Filodrammatici 3, Milan, Italy.

Through Telco, the Investors purchased the entire share capital of Olimpia S.p.A. (“Olimpia”), which in turn held at that time 2,407,345,359 Telecom Italia Shares or approximately 18% of the ordinary share capital, of Telecom Italia, from Pirelli & C. S.p.A. (“Pirelli”) and Sintonia S.p.A. and SI (together, “Sintonia”). The closing of the purchase of the entire share capital of Olimpia, divided into 4,630,233,510 ordinary shares (the “Olimpia Shares”) pursuant to the Share Purchase Agreement occurred on October 25, 2007, following the receipt of the announcement of forthcoming governmental approvals from the Brazilian telecommunications authority on October 23, 2007 (the “Announcement”), an unofficial English translation of which was previously filed on Schedule 13D as Exhibit 13.

In addition to Telco’s participation in Telecom Italia’s ordinary share capital through its interest in Olimpia, on October 25, 2007 pursuant to the Co-Investment Agreement, Generali and Mediobanca contributed to Telco the Telecom Italia Shares they held on that date. These shares amounted to 5.6% of Telecom Italia’s ordinary share capital, with the individual contributions of Generali and Mediobanca amounting to 4.06% and 1.54%, respectively, of Telecom Italia’s ordinary share capital, and brought Telco’s direct and indirect participation in Telecom Italia’s ordinary share capital to approximately 23.6%. Copies of the Co-Investment Agreement and the October 25th Amendment were previously filed on Schedule 13D as Exhibits 5 and 11, respectively.

On April 28, 2007, the Investors also entered into a shareholders agreement (as subsequently amended, the “Shareholders Agreement”), pursuant to which the Investors set out, among other things, the principles of corporate governance of Telco and Olimpia, respectively, the transfer of Telco’s shares and any Olimpia Shares or Telecom Italia Shares directly or indirectly owned by Telco and the principles of designation, among the Investors, of candidates to be included in a common list for the appointment of directors of Telecom Italia under the voting list mechanism provided for by Telecom Italia’s by-laws. A copy of the Shareholders Agreement was previously filed on Schedule 13D as Exhibit 7.

Pursuant to the October 25th Amendment, the Investors acknowledged the content of the Announcement and each of the Investors undertook to implement the content thereof through appropriate actions within the time frame set forth therein. On November 19, 2007, the Investors entered into an Amendment to the Shareholders Agreement and to the Bylaws (the “November 19th Amendment”) to address the content of the Announcement, and each of the Investors undertook to implement such content through appropriate legal measures and actions including amending the Shareholders Agreement and by-laws of Telco as provided in the November 19th Amendment. A copy of the November 19th Amendment was previously filed as Exhibit 16 and an unofficial English translation of the amended and restated by-laws of Telco (the “Telco By-laws”) was previously filed on Schedule 13D as Exhibit 17.

Separately, on November 6, 2007, pursuant to the Shareholders Agreement, Telco and Telefónica entered into a Call Option Agreement (the “Option Agreement”) to grant Telefónica an option to purchase Telecom Italia Shares or Olimpia Shares, as the case may be, from Telco in the event that a decision to dispose or encumber Telecom Italia Shares or Olimpia Shares, as the case may be, or any rights attached thereto, including but not limited to voting rights, is taken by the board of directors of Telco by simple majority and Telefónica is a dissenting party. A copy of the Option Agreement was previously filed on Schedule 13D as Exhibit 18. On November 15, 2007, pursuant to Article 5 of the Option Agreement, Olimpia adhered to and accepted all the terms and conditions of the Option Agreement. A copy of the Olimpia adherence letter was previously filed on Schedule 13D as Exhibit 19.

In March 2008, Telco acquired 121,530,000 Telecom Italia Shares, representing 0.91% of Telecom Italia’s share capital. As a result, Telco’s holding in Telecom Italia increased from 23.6% to 24.5% equal to 3,278,702,623 Telecom Italia Shares.

On October 28, 2009, SI requested, pursuant to Article 11(b) of the Shareholders Agreement, the non-proportional de-merger of Telco, with the assignment of its pro rata share of the assets and liabilities of Telco (comprised of Telecom Italia Shares held by Telco representing approximately 2,06% of Telecom Italia share capital (the “SI Telecom Shares”)).

On the same date, the Investors other than SI, namely Intesa Sanpaolo, Mediobanca, Generali and Telefónica (collectively, the “Non-Exiting Shareholders”) acknowledged SI’s decision and, by entering into a Renewal Agreement dated October 28, 2009 and effective as of April 28, 2010 (the “Renewal Agreement”), agreed (i) not to request the non-proportional de-merger of Telco, with the assignment of their corresponding share of Telecom Italia Shares at that time; and (ii) to renew the Shareholders Agreement for an additional term of three years until April 27, 2013 substantially on the same terms and conditions, except to provide that (a) the right of the Non-Exiting Shareholders to request the non-proportional de-merger of Telco not later than six months prior to the new expiry date will only be exercisable in the period between October 1, 2012 and October 28, 2012, and (b) for an early withdrawal right period exercisable between April 1, 2011 and April 28, 2011 (such Shareholders Agreement, as amended and renewed, the “New Shareholders Agreement”). A copy of the Renewal Agreement was filed on Schedule 13D as Exhibit 20 and a copy of the joint press release, dated October 28, 2009, issued by the Non-Exiting Shareholders announcing the events described above was filed on Schedule 13D as Exhibit 22.

The Non-Exiting Shareholders also agreed, in the Renewal Agreement, to consider and evaluate – together with SI – mutually agreed alternative ways to permit SI to exit Telco, other than through non-proportional de-merger.

In connection with the Renewal Agreement, separately on October 28, 2009, Telco and Telefónica entered into an Amendment Deed to the Call Option Agreement (the “Amendment to Option Agreement”) (i) to extend the term of the Option Agreement to coincide with the expiration date of the New Shareholders Agreement, and (ii) to exempt certain transactions regarding the Telecom Italia Shares, namely those related to the exercise of de-merger and early withdrawal rights pursuant to Article 11(b) of the Shareholders Agreement. A copy of the Amendment to Option Agreement was filed as Schedule 13D as Exhibit 21.

The terms of SI’s exit were approved on November 26, 2009, when an extraordinary general meeting of the Telco shareholders unanimously approved a proposal of the Telco board of directors to permit SI to exit Telco in a single transaction consisting of two parts (the “SI Exit Transaction”). The SI Exit Transaction was concluded on December 22, 2009 when Telco and SI executed a Purchase and Sale Agreement (the “SI Exit Agreement”), pursuant to which: (i) SI acquired the SI Telecom Shares from Telco for consideration of euro 605,254,575.20 (equal to a price of euro 2.20 for each SI Telecom Share) (the “SI Telecom Share Transfer”), and (ii) Telco voluntarily reduced its share capital by acquiring and cancelling SI’s Telco shares (equal to 162,752,995 class A shares, constituting 8.39% of Telco’s share capital) for consideration of euro 293,461,160.95 (equal to a price of approximately euro 1.80 for each Telco share) which is equal to the pro rata net asset value of SI’s interest in Telco as of December 15, 2009 (the “Telco Share Capital Reduction”).

Because cash consideration was payable under the SI Exit Agreement by both Telco and SI, pursuant to the SI Exit Agreement only a single net cash payment (the “Sintonia Payment”) was made by SI of euro 311,793,414.25 (equal to the cash consideration due from SI to Telco of euro 605,254,575.20 in respect of the SI Telecom Share Transfer minus the cash consideration due from Telco to SI of euro 293,461,160.95 in respect of the Telco Share Capital Reduction). An unofficial translation of the SI Exit Agreement is filed as Exhibit 23 hereto and the related Telco press release, dated December 22, 2009, is filed as Exhibit 24 hereto.

Items 3, 4, 5, 6 and 7 of the Schedule 13D are hereby amended and supplemented to add the following:

Item 3. Source and Amount of Funds or Other Consideration.

The Telco Share Capital Reduction did not require funds or other consideration for Telco to pay the cash consideration payable to SI of euro 293,461,160.95 because this amount was offset by the cash consideration payable from SI in connection with the SI Telecom Share Transfer, as described in the Introduction to this Amendment No. 6.

Item 4. Purpose of the Transaction.

For the Non-Exiting Shareholders, the principal objective of their investment in Telecom Italia Shares remains the creation of value over time for all shareholders, by accompanying Telecom Italia’s business growth strategies, which will be defined autonomously by the board of directors and the management of Telecom Italia. The purpose of the SI Exit Transaction is to allow SI to separate itself from the Telco group and to allow SI, if it chooses, to divest its 2.06% interest in Telecom Italia Shares.

Item 5. Interest in Securities of the Issuer.

Following the SI Exit Transaction, Mediobanca, through its interest in Telco, may be deemed to beneficially own 3,003,586,907 Telecom Italia Shares, representing approximately 22.4% of the outstanding Telecom Italia Shares. Mediobanca may be deemed to have shared power to vote, or direct the vote, and shared power to dispose, or direct the dispositions, of such Telecom Italia Shares.

The beneficial ownership of Telecom Italia Shares by the persons listed in Annex A to this Amendment No. 6, to the extent currently available, is indicated next to such person’s name in such Annex. To the best of Mediobanca’s knowledge, such persons have sole voting and dispositive power over the Telecom Italia Shares that they beneficially own, if any. To Mediobanca’s knowledge, other than as disclosed in Annex A, during the 60-day period preceding the date of filing of this Amendment No. 6, the persons listed in Annex A have not effected proprietary transactions in Telecom Italia Shares.

Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer.

SI EXIT AGREEMENT

The description of the SI Exit Agreement in the Introduction to this Amendment is incorporated herein by reference.

The summary herein of certain material provisions of the SI Exit Agreement does not purport to be a full and complete description of such document and is entirely qualified by reference to the full text of the unofficial translation of such document attached as Exhibit 24 hereto.

Item 7. Materials to be Filed as Exhibits.

Exhibit 23:	Purchase and Sale Agreement, dated December 22, 2009 by and between Telco S.p.A. and Sintonia S.A. (unofficial English translation)
Exhibit 24:	Telco S.p.A. press release, dated December 22, 2009

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: December 30, 2009



	/s/ Stefano Vincenzi
	Signature



	Stefano Vincenzi
	Director of Compliance
	Name/Title



	/s/ Cristiana Vibaldi
	Signature



	Cristiana Vibaldi
	Middle Manager – Authorized Signatory
	Name/Title

ANNEX A

DIRECTORS AND EXECUTIVE OFFICERS OF MEDIOBANCA

The name, title, present principal occupation or employment of each of the directors and executive officers of Mediobanca are set forth below. The business address of each member is Mediobanca’s address. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Mediobanca. Unless otherwise indicated below, all of the persons listed below are citizens of the Republic of Italy.

Office	Name	Place and date of birth	Term expires	Principal activities performed by the person outside Mediobanca	Telecom Italia Shares beneficially owned
Chairman	Cesare Geronzi	Marino, Italy February 15, 1935	2011		None
Vice Chairman	Dieter Rampl**	Munich, Germany September 5, 1947	2011	Chairman UniCredit Group	None
Vice Chairman	Marco Tronchetti Provera	Milan, Italy January 18, 1948	2011	Chairman Pirelli & C. Chairman Pirelli & C. Real Estate Chairman Pirelli Tyre Chairman Olimpia Chairman CAMFIN	None
Member and Executive Chief Officer	Alberto Nagel	Milan, Italy June 7, 1965	2011		None
Member and General Manager	Renato Pagliaro	Milan, Italy February 20, 1957	2011		None
Member and Deputy General Manager	Maurizio Cereda	Milan, Italy January 7, 1964	2011		None
Member and Deputy General Manager	Massimo Di Carlo	Rovereto, Italy June 25, 1963	2011
Member and Deputy General Manager	Francesco Saverio Vinci	Milan, Italy November 10, 1962	2011		12.892
Member	Jean Azema*	Pantin, France February 23, 1953	2011	General Manager Groupama Chairman Groupama International	None

Member	Tarak Ben Ammar*	Tunis, Tunisia June 12, 1949	2011	Chairman and General Manager Quinta Communications	None
Member	Gilberto Benetton	Treviso, Italy June 19, 1941	2011	Chairman Edizione Holding Chairman Sintonia Chairman Autogrill Vice Chairman Olimpia Vice Chairman Telecom Italia	1,946,250
Member	Marina Berlusconi	Milan, Italy August 10, 1966	2011	Chairman Fininvest Chairman Arnoldo Mondadori Editore	None
Member	Antoine Bernheim*	Paris, France September 4, 1924	2011	Chairman Assicurazioni Generali Vice Chairman Alleanza Assicurazioni Vice Chairman LVMH Vice Chairman Bolloré Investissement	189,934
Member	Roberto Bertazzoni	Guastalla, Italy December 10, 1942	2011	Chairman SMEG Chairman ERFIN	None
Member	Vincent Bolloré*	Boulogne Sur Seine, France April 1, 1952	2011	Chairman and General Manager Group Bolloré	None
Member	Angelo Casò	Milan, Italy August 11, 1940	2011	Practicing Dottore Commercialista (independent tax and accounting professional)	None
Member	Ennio Doris	Tombolo, Italy July 3, 1940	2011	Chairman Banca Mediolanum Managing Director Mediolanum	None
Member	Jonella Ligresti	Milan, Italy March 23, 1967	2011	Chairman Fondiaria – SAI Vice Chairman Gilli Vice Chairman Premafin	671

Member	Fabrizio Palenzona	Novi Ligure, Italy September 1, 1953	2011	Deputy Chairman UniCredit Group Chairman and Managing Director FAI Service Chairman Aviva Italia Chairman Slala Chairman GwH Chairman ALScat Chairman ADR	None
Member	Marco Parlangeli	Siena, February 20, 1960	2011	Chairman Sienabiotech Chief Executive and General Manager Fondazione Monte dei Paschi di Siena	None
Member	Carlo Pesenti	Milan, Italy March 30, 1963	2011	Director and General Manager Italmobiliare Managing Director Italcementi Chairman Ciments Français	None
Member	Eric Strutz**	Mainz, Germany December 13, 1964	2011	CFO and Member of Management Board Commerzbank	None

* French citizen.

** German citizen.

Exhibit No.

Description

Exhibit 23:

Purchase and Sale Agreement, dated December 22, 2009 by and between Telco S.p.A. and Sintonia S.A. (unofficial English translation)

Exhibit 24:

Telco S.p.A. press release, dated December 22, 2009

EX-99.23 2 ss81014_ex9923.htm PURCHASE AND SALE AGREEMENT DATED DECEMBER 22, 2009

Exhibit 23

Confidential

Sintonia S.A.

Place d’Armes, 1

L-1136 - - Luxembourg

to the kind attention of the Board of Directors

Milan, December 22, 2009

Via hand delivery

Dear Sirs,

We make reference to your proposal, that hereinunder we reproduce and sign as an indication of our full and unconditional acceptance:

“Confidential

Telco S.p.A.

Via Filodrammatici, 3

20121 Milano

to the kind attention of the Chairman of the Board of Directors

Luxembourg, December 22, 2009

Via hand delivery

Dear Sirs,

We make reference to our recent negotiations and we propose to you to sign the following Agreement:

AGREEMENT

FOR THE SALE AND PURCHASE OF SHARES

MADE BETWEEN

TELCO S.p.A., a company with registered office in Milan, at Via Filodrammatici 3, VAT No. 05277610969, represented herein by its legal representative, dr. Aldo Minucci, (the “Seller” or “Telco”);

- of the first part - -

AND

Sintonia S.A., a company with registered office in Luxembourg, at Place d’Armes 1, L-1136 Luxembourg , VAT No. LU 21780724, represented herein by its special attorney, ing. Valerio Bellamoli, (the “Purchaser” or “Sintonia”);

- of the second part - -

(herein, Telco and Sintonia are together the “Parties” and each a “Party”)

WHEREAS

A.	Telco holds 3,278,702,623 ordinary shares of Telecom Italia S.p.A., a company with registered office in Milan, at Piazza Affari 2 (“Telecom Italia”), equivalent to approximately 24.5 per cent. of the ordinary share capital of Telecom Italia;

On 28 October 2009, Sintonia indicated that it did not wish to renew the shareholders’ agreement in place among the other shareholders of Telco, which had been entered into on 28 April 2007 and expires on 28 April 2010 (the “Shareholders’ Agreement”) and, in exercise of its right to request the non-proportional de-merger of Telco under article 11 of the Shareholders’ Agreement, (the “De-Merger”) gave notice that it intended to cease to be a shareholder of Telco, and proposed, as an alternative to the De-Merger, a transaction under which: (a) the Telecom Italia shares that are held by Telco and relate to Sintonia’s percentage would be purchased for cash, at their book value (Euro 2.20 per Telecom Italia share); and (b) its participation in the share capital of Telco would be sold to Telco for cash at the corresponding net asset value resulting from the Telco’s balance sheet of as at October 31, 2009, approved by the Board of Directors of Telco as at November 26, 2009, (the “Valuation Balance Sheet”);

Telco and its shareholders said that they were willing to take into consideration and reach agreement with Sintonia over technical forms different from the De-Merger, but equivalent thereto provided they did not burden Telco and its shareholders with additional charges or liabilities, with the common objective of completing Sintonia’s sale of its shareholding in Telco as rapidly as was technically possible;

D.	Upon conclusion of the enquiries that were made, the alternative to the De-Merger described in recital B was approved by the Boards of Directors of Telco and Sintonia in their meetings of 26 November 2009 and 18 November 2009, respectively;

Sintonia will cease to be a shareholder of Telco through the following transactions, which are linked and form an indivisible whole, and will take place on the same date as part of a single event: (i) the sale for cash by Telco to Sintonia (the “Telecom Italia Share Sale”), of 275,115,716 ordinary shares of Telecom Italia (the “Telecom Italia Shares”), equivalent to 2.06 per cent. of the ordinary share capital of Telecom Italia, at a price of Euro 2.20 per share, and thus for an aggregate price of Euro 605,254,575.20; (ii) the sale for cash by Sintonia to Telco (the “Telco Share Sale”, and together with the Telecom Italia Share Sale, the “Sales”), of 162,752,995 Class A shares of Telco (the “Telco Shares”), constituting the whole of Sintonia’s participation in Telco’s share capital (equivalent to 8.39 per cent. of Telco), at a price of around Euro 1.80 per share, and thus for an aggregate price of Euro 293461160.95, calculated on the basis of the net asset value of Telco on the basis of the balance sheet indicated in article 2.3 below; (iii) the cancellation by Telco of the Telco Shares pursuant to and for the purposes of article 2357-bis, first paragraph, part (1), of the Civil Code, with a corresponding voluntary reduction of the share capital subject to discharge of the requirements of article 2445 of the Civil Code; and

F.	In order to document the Sales, the Parties wish to enter into this agreement (the “Agreement”);

THE PARTIES HEREBY AGREE as follows;

RECITALS AND SCHEDULES DEFINITIONS

1.1	The recitals and schedules hereto form an integral and substantial part of this Agreement.

1.2	Terms and expressions used in this Agreement with an initial capital letter shall have the following meanings:

THE SALES

2.1

Upon the terms and conditions of this Agreement, as at the date hereof Telco shall sell to Sintonia, and Sintonia shall accept and purchase, the Telecom Italia Shares, being more precisely 275,115,716 (two hundred and seventy-five million, one hundred and fifteen thousand, and seven hundred and sixteen) ordinary shares of Telecom Italia of nominal value Euro 0.55 (zero point fifty-five Euro) each and to which dividends accrue as normal, representing approximately 2.06 per cent. of Telecom Italia’s ordinary

share capital, for a price of Euro 2.20 (two point two zero Euro) for each ordinary share of Telecom Italia (the “Price per Telecom Italia Share”), multiplied by the number of Telecom Italia Shares, and thus in aggregate Euro 605,254,575.20 (six hundred and five million, two hundred and fifty-four thousand, five hundred and seventy-five Euro and twenty cents, the “Telecom Italia Aggregate Price”).

2.2	The Telecom Italia Share Sale described in Article 2.1 above shall take place outside the regulated market through an authorised intermediary to conduct such transactions, which has been instructed under the terms set forth in Schedule A.

2.3

Upon the terms and conditions of this Agreement, as at the date hereof Sintonia shall sell to Telco, and Telco shall accept and purchase, the Telco Shares, being more precisely 162,752,995 (one hundred and sixty-two million, seven hundred and fifty-two thousand, and nine hundred and ninety-five) Class A shares of Telco, for which the nominal value is not indicated and to which dividends accrue as normal, representing approximately 8.39 per cent. of Telco’s ordinary share capital, for a price of Euro 1.80 (one Euro and eighty cents) for each ordinary share of Telco (the “Price per Telco Share”), multiplied by the number of Telco Shares, and thus in aggregate Euro 293,461,160.95 (two hundred and ninety three million, four hundred and sixty one thousand, one hundred and sixty Euro and ninety five cents, the “Telco Aggregate Price”). The Parties mutually acknowledge that the Price per Telco share and hence the Telco Aggregate Price has been determined on the basis of the Telco net asset value resulting from the Telco balance sheet as at 15 December 2009 (the “Closing Balance Sheet”), prepared on the basis of the same criteria used for the Valuation Balance Sheet.

2.4

Since Telco and Sintonia shall, by completing this Agreement, have obligations to one another that fall within article 1241 et seq. of the Civil Code, the two liabilities shall be set off against another up to their full amount, and accordingly pursuant to the terms of this Agreement, the only payment in cash that shall be made in order to complete the Sales shall be that by Sintonia to Telco in the amount of the difference between the Telecom Italia Aggregate Price and the Telco Aggregate Price and accordingly an aggregate amount of Euro 311,793,414.25 (three hundred and eleven million, seven hundred and ninety three thousand, four hundred and fourteen Euro and twenty five cents) Euro (the “Cash Balance”).

2.5

The Parties acknowledge and agree that the Cash Balance shall be paid, together and at once with the transfer of the shares object of the Sales, by means of cash transfer on the current account n. IT 68 X 03069 12711 000010359843 registered in the name of Mediobanca S.p.A. (swift code BAMEITMMXXX) in its quality of banca agente, open at Intesa Sanpaolo S.p.A. — filiale di Parma (swift code BCITITMMXXX) (the “Current Account”). For this purpose Telco delegates Sintonia, pursuant to article 1268, 1° comma, of the Civil Code, to pay the Cash Balance in favour of Mediobanca S.p.A. and Intesa Sanpaolo according to the modalities indicated above, which, in their turn, are creditors of Telco. Also pursuant to article 1271 of the Civil Code, Sintonia renounces to oppose to Mediobanca S.p.A. and to Intesa Sanpaolo S.p.A. each and every exception relating to its relationship with the same Mediobanca S.p.A. and Intesa Sanpaolo S.p.A., it being understood and agreed among the Parties that Telco shall be released to its obligation to pay the Cash Balance only once the Cash Balance is credited in the Current Account.

2.6

The Parties acknowledge and agree that the Sales under Articles 2.1 and 2.3 above are parts of a single, unified transaction and accordingly they are indivisibly connected, with the consequence that neither of the aforementioned sales may be deemed effective until such time as the obligations in relation to both sales have been completed and performed in full, and the alienation thereunder has taken full effect.

MISCELLANEOUS

3.1

The expenses related to the transfer of the Telecom Italia Shares, and any tax connected or related to the transfer of the Telecom Italia Shares, or the completion of this Agreement, shall be borne 50 per cent by each of the Parties, with the exception of their respective legal expenses, which are and shall remain payable solely by the relevant Party.

3.2

Any tolerance by one of the Parties of a breach by the other Party of one or more provisions of the Agreement shall not constitute and may not be interpreted as a waiver by the relevant Party of the rights it holds in consequence of such breach. Any such tolerance may be effective only where set forth in a written document duly executed by the relevant Party and in relation only to the rights to which such Party is entitled.

3.3

The Parties expressly acknowledge that the terms of this Agreement constitutes an aleatory agreement within the meaning of article 1469 of the Civil Code, and consequently they hereby waive any rights to bring: (a) the general action for termination for undue influence, pursuant to article 1448 of the Civil Code; (b) the application for termination by reason of an excessive onerousness, pursuant to article 1467 of the Civil Code; and (c) the application for reduction of these terms, pursuant to article 1468 of the Civil Code.

3.4

Telco represents and warrants to Sintonia, to the extent relevant, that: (a) it has the Telecom Italia Shares at its full and unencumbered disposal, and it is able to dispose of the same, having obtained all approvals from relevant corporate bodies; and (b) it has sole title to the Telecom Italia Shares, and they are free of pledges, usufructs, charges, restrictions, encumbrances, security or other third-party rights.

3.5

Sintonia represents and warrants to Telco, to the extent relevant: (a) it has the Telco Shares at its full and unencumbered disposal, and it is able to dispose of the same, having obtained all approvals from relevant corporate bodies; and (b) it has sole title to the Telco Shares, and they are free of pledges, usufructs, charges, restrictions, encumbrances, security or other third-party rights.

3.6

The Parties mutually acknowledge and agree that every existing liability (with the exception of those already included on the Closing Balance Sheet, which have thus been taken into consideration in the determination of the Telco Aggregate Price) and also every potential liability in respect of Telco (including, by way of illustration but without limitation, liabilities which could arise from the administrative procedures and the litigation in progress in Argentina in relation to the acquisition by Telco of its participation in Telecom Italia through the acquisition of the complete share capital of Olimpia S.p.A.) that is related to the period prior to the execution of this Agreement, shall be sustained by Sintonia and by Telco, respectively, in the same proportion in which such companies would have sustained the foregoing if Sintonia had been the beneficiary of the Telecom Italia Shares Subject to Disposal via the De-Merger transaction and hence the provision envisaged under article 2506 and following articles of the Italian Civil Code would have been applicable. Therefore, each Party shall stand surety for and hold the other Party harmless in relation to the liabilities to which the latter may be subject and which instead maybe referable to the former, pursuant to the provisions envisaged under this article 3.6. Telco shall: (i) maintain Sintonia promptly informed in relation to any administrative and/or litigation proceedings, domestic or international, already pending or that may be commenced against it, in relation to events related to the period prior to the execution of this Agreement, as well as to the subsequent course of those administrative and/or litigation proceedings, including by direct access to the counsel appointed by Telco, and by means of granting an attendee appointed by Sintonia with the right of participation in the Board of Directors’ meetings of Telco during which such proceedings will be discussed; and (ii) in good faith evaluate any reasonable indications from Sintonia in relation to the conduct of such proceedings.

NOTICES

4.1	Any notice to be sent to the Parties shall be sent by recorded delivery (with advice of delivery), with an advance copy by fax, to the following addresses:

(a)

where to Telco, to:

Telco S.p.A.

Via Filodrammatici, 3

20121 Milan

Attention: Chair Aldo Minucci

Fax No. +39 028829838

(b)

where to Sintonia, to:

Sintonia S.A.

Place d’Armes, 1

L-1136 — Luxembourg

c.a. Ing. Valerio Bellamoli

Fax n.: +352 26266221

4.2

Each of the Parties may use the means indicated above to give notice of changes to their address, or any other details. The Parties hereby agree that the addresses provided above, or such other addresses as they may notify in the future, shall also be the Parties’ addresses for service for all purposes regarding this Agreement, including for any service of court documents.

4.3	Any amendment to this Agreement shall be made under a written document signed by the Parties, or by their respective successors or assigns. In the absence of such a written document, no amendment shall take effect.

4.4	This Agreement shall be binding between the Parties and their respective successors and assigns, on any basis and on any ground. Subject always to the above, this Agreement shall not be capable of assignment by either of the Parties, except as the Parties may agree in writing.

GOVERNING LAW — ARBITRATION

5.1	This Agreement shall be made subject to and governed by Italian law.

5.2.	Any dispute regarding the interpretation, performance or termination of this Agreement shall be exclusively for the jurisdiction of the Courts of Milan.

Schedules:

A: Irrevocable instructions as to the transfer of shares

* * * * *

If you agree with the above proposal, please reproduce the text of this Agreement and send us a copy duly initialed in each page and signed as an indication of your full and unconditional acceptance of this Agreement.

Sintonia S.A.

* * * * *

As an indication of our full and unconditional acceptance of this Agreement

Telco S.p.A.

EX-99.24 3 ss81014_ex9924.htm TELCO S.P.A. PRESS RELEASE DATED DECEMBER 22, 2009

Exhibit 24

TELCO S.p.A.

Registered office: Via Filodrammatici 3, Milan, Italy

Share capital: € 3,588,288,430.80 fully paid up

Registration no. in Milan Companies’ Register,

Tax identification code and VAT no.: 05277610969

PRESS RELEASE

Telco and Sintonia have today completed (i) the acquisition in cash by Sintonia of the Telecom Italia shares held by Telco attributable to it pro-rata (approx. 275.1 million ordinary shares, equal to 2.06% of the ordinary share capital) at a price of €2.2 per share for a total outlay of approx. €605m; and (ii) the acquisition by Telco of Sintonia’s entire shareholding Sintonia in the share capital of Telco (approx. 162.8 million class A shares, equal to 8.39% of the share capital). On even date the Board of Directors has acknowledged the resignation of Mr. Valerio Bellamoli, board member designated by Sintonia, and has appointed Mr. Oliviero Pessi.

The surplus on the transaction, which amounts to approx. €312m, has been used by Telco to repay part of the credit lines falling due at the year-end. The remainder of the loans due by end-December 2009 have been extended until 11 January 2010. In line with the undertakings disclosed on 18 November 2009, the shareholders have committed to subscribe, pro-rata to their respective interests in the share capital, to a bond issue by the company in an amount of up to €2.6bn. In addition, the company is in negotiations with leading banks to receive credit lines of up to €1.4bn to be used to reduce the shareholders’ commitments with respect to the bond issue.

Milan, 22 December 2009