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* Rome warns Macquarie against all Enel's Open Fiber stake
* Italy must have control of Open Fiber if Enel exits
* Enel CEO Starace met Treasury officials on bid
(Adds details and background)
By Giuseppe Fonte and Stephen Jewkes
ROME/MILAN, Sept 16 (Reuters) - Rome would welcome Macquarie
buying a stake in Italy's Open Fiber as long as it fits with
plans to form a national broadband champion, sources familiar
with the matter said on Wednesday.
Macquarie Infrastructure and Real Assets has bid for all or
part of utility Enel's 50% stake in Open Fiber, which
is half-owned by state lender Cassa Depositi e Prestiti (CDP).
The government has told Macquarie it wants the fund to buy
less than 50% so that CDP, which has a right of first refusal on
any Enel stake sale, can take control, the sources said.
Enel and Macquarie declined to comment.
Italy is trying to broker a deal between Telecom Italia
(TIM) and smaller rival Open Fiber to create a
full-fibre network to close a digital divide with Europe.
Last month Rome set out a road map to try and overcome a
deadlock between TIM and Open Fiber and create a high-speed
network open to all operators and acceptable to regulators.
Under this plan, CDP would become an influential shareholder
with vetting powers on strategic issues in the new player.
Macquarie, which in June made a non-binding offer valuing
Open Fiber at almost 8 billion euros ($9.47 billion) including
debt, presented a binding bid on Wednesday, the sources said,
adding Enel's board would be informed at a meeting on Thursday.
Enel CEO Francesco Starace met Treasury officials to discuss
the bid, one of the sources said.
The bid for a stake of 35-50% envisages several scenarios
including possible political considerations, another added.
"There are earn-out clauses promising more cash if certain
conditions are met," another source said, adding the deal could
be worth anywhere up to the amount of the non-binding offer.
Vodafone and WindTre also have a right of first
refusal on a combined stake of around 15% in Open Fiber in the
event of ownership change.
($1 = 0.8450 euros)
(Reporting by Giuseppe Fonte and Stephen Jewkes; Additional
reporting by Elvira Pollina; Editing by Alexander Smith)
