TIM S.A. filed a Form 6-K on October 30, 2026, disclosing a Protocol and Justification for the incorporation of I-Systems Soluções de Infraestrutura S.A. into TIM S.A., with a targeted effective date of December 1, 2026, subject to shareholder approval and satisfaction of a condition precedent.

Key Highlights

  • Transaction structure: TIM S.A., as the incorporating company, proposes to absorb I-Systems Soluções de Infraestrutura S.A., its wholly owned subsidiary, resulting in the dissolution of I-Systems and universal succession by TIM to all of I-Systems' assets, rights, and obligations.
  • Wholly owned since May 6, 2026: According to the filing, TIM consummated reacquisition of the equity interest it did not then hold on May 6, 2026, making I-Systems a wholly owned subsidiary.
  • Appraisal base date: The incorporation will be valued on the book value of I-Systems' shareholders' equity as of July 31, 2026, with the appraisal report prepared by APSIS Consultoria e Avaliações Ltda.
  • ANATEL approval obtained: Brazil's telecommunications regulator ANATEL approved the transaction via Decision No. 277 of October 16, 2026, and Act No. 13,546 dated October 27, 2026, covering the transfer of I-Systems' Multimedia Communication Services and Private Limited Services authorizations to TIM.
  • Targeted effective date: Management expects the condition precedent - completion of operational and technological integration procedures - to be satisfied by the date of the Extraordinary Shareholders' Meeting, with the incorporation to become effective December 1, 2026.
  • No CADE review required: The filing states the transaction does not constitute an economic concentration subject to submission to Brazil's Administrative Council for Economic Defense, as it involves a parent and its wholly owned subsidiary.

TIM S.A. Moves to Merge Fiber Subsidiary I-Systems After Full Reacquisition

According to the filing, I-Systems was originally incorporated as FiberCo Soluções de Infraestrutura S.A. and created as part of TIM's strategy to develop fiber optic infrastructure and broadband services. In November 2021, TIM disposed of control of I-Systems while retaining a minority stake. On February 11, 2026, TIM entered into an agreement to reacquire the remaining equity interest, and on May 6, 2026, I-Systems became TIM's wholly owned subsidiary.

The filing states the parties justify the incorporation by the "simplification of the TIM Group's corporate structure following the acquisition of all of I-Systems' capital stock, as well as the potential optimization of operating costs and more efficient allocation of investments resulting from the integration of the assets and activities carried out by the Companies." The filing further notes the incorporation would "consolidate, in a single company, the assets, resources and operations related to fiber optic infrastructure and broadband services." The transaction is governed by Articles 223, 224, 225, 226, and 227 of Brazilian Law No. 6,404 of December 15, 1976, and CVM Resolution No. 78 of March 29, 2022.

The condition precedent to consummating the incorporation is completion of the operational and technological procedures required to integrate I-Systems' systems and processes into TIM's operational structure. If that condition is not met by the Extraordinary Shareholders' Meeting date, the filing states that resolutions approving the incorporation will remain subject to the condition, and TIM's management would be authorized to certify satisfaction and establish a new effective date. The filing is identified on NYSE:TIMB.

What Was Disclosed

TIM S.A. disclosed a Protocol and Justification for incorporating I-Systems Soluções de Infraestrutura S.A. into TIM S.A., covering the rationale, appraisal basis as of July 31, 2026, ANATEL regulatory approvals, and a targeted December 1, 2026 effective date subject to shareholder and condition precedent requirements.