Contrarian Corpus
activist full deck proxy fight
2018-04-24 · 15 pages

Telecom Italia (TIM) TIT.MI

N 4 Narrative
V 4 Visual
C 4 Craft
Original source ↗

The three reasons

  1. 1

    Vivendi holds only 18% economic stake yet controls TIM to its own benefit

  2. 2

    An independent board would empower the CEO and back his existing business plan

  3. 3

    NetCo separation, Sparkle sale and dividend return unlock value for all shareholders

Primary demands

  • Vote Elliott's slate of 10 Independent Nominees at the May 4 General Meeting
  • Replace Vivendi-controlled directors with independent directors representing all shareholders
  • Support CEO Amos Genish and management's 2018-20 Business Plan with an independent board
  • Pursue legal separation of NetCo and evaluate sale of minority stake to unlock value
  • Reinstate dividend in 2019 conditional on reaching investment grade in 2018
  • Convert savings shares to ordinary shares for governance and EPS accretion
  • Sell stake in Sparkle to unlock additional shareholder value

KPIs cited

Vivendi economic stake in TIM
18%, calculated on total market cap given no disclosed interest in saving shares
EPS accretion from savings share conversion
c.12-14% per Elliott vs. 3-4% per TIM management
Board composition
15 directors, 10 from majority slate (>=5 independent), 5 from minority (>=3 independent)
Investment grade target
TIM targeting return to investment grade in 2018, enabling 2019 dividend

Pattern membership

Where this document fits across the library's 12 rhetorical / structural patterns.

Notable slides (7)

Notes

Second/follow-up Elliott deck on TIM, focused narrowly on the May 4 2018 AGM proxy vote between the Elliott Independent slate and the Vivendi slate. Notable rhetorical moves: side-by-side slate-comparison table with green-check vs. red-X independence badges (p.6); twin 'Independent Board' vs. 'Not Independent Board' circle diagrams visualizing alignment with all shareholders (p.7); paired-quote layout juxtaposing Elliott statements with CEO Amos Genish statements to demonstrate alignment rather than contradiction (p.8); three-column 'What Elliott Said / What TIM Said / Comment' table reframing management's plan as compatible with Elliott's value-creation proposals (p.9). Tone is adversarial toward Vivendi but explicitly collaborative toward CEO and management — a softer companion piece to Elliott's earlier (March 2018) full thesis deck. No SOTP or peer-gap charts in this volume; valuation/financial detail is light because the document's job is to win the vote, not re-argue the underlying thesis. Pages 11-12 not sampled (likely candidate-CV continuation in appendix).