M&A in Italy

Purchasing Italian PLCs is normally done as:

• purchasing quotas or stocks (for LLCs or JSCs);
• public offers;
• transferring going concerns or their parts;
• M&As;
• separations.

Oversight of M&A deals in Italy is the exclusive prerogative of CONSOB. M&A transactions in the Republic of Italy through public tenders are overseen by Borsa Italiana SpA.

Identical rules apply to domestic & international M&A deals in the Republic of Italy. The principle of fiscal neutrality is applied to asset transfers & share swaps involving Italian & EU companies.

Transferring enterprises in Italy is regulated by agreements concluded between sellers & buyers. Quotas can be transferred without any restrictions unless a company’s charter provides for specific limitations. Please note that transfers like these must be properly notarized.

Those planning to conclude an M&A deal in Italy should keep in mind that agreements for a transfer of a going concern or its part must be concluded in written form & submitted to a relevant register. Transferring quotas is done by concluding corresponding agreements. The agreements are to be digitally signed by both parties & then submitted to a relevant register by a properly authorized intermediary.

Transferring shares of Italian PLCs can be limited by its AoA. Concluding agreements for the  transfer of shares requires the presence of a notary; the latter must then confirm share certificates obtained due to the signing of an agreement . Public offers in Italy are regulated by TUF & CONSOB; pursuant to them, public statements of purchases whose securities value is no less than five million euros are to be issued to no less than one hundred fifty entities.

Procedure

Purchasing an Italian PLC or transfering going concerns (or their parts) must be registered in the relevant register. A decision on making a public offer must be immediately communicated to CONSOB & an entity to be bought. Potential buyers are also required to submit the necessary documents & a filled out application form. Once an offer is approved by CONSOB, buyers must publish it on their site or in a print media outlet.

Those interested in concluding an M&A deal in the Republic of Italy should keep in mind that participants’ financial reports & balance sheets for the preceding 36 months must be kept in registered offices for no less than one month prior to the commencement of a transaction. During this period, companies’ stakeholders can familiarize themselves with the said documents & request their copies. After that, permission for an M&A deal & the above documentation must be submitted to a relevant register. An M&A deal is deemed officially concluded if:

• the creditors didn’t agree with the terms of an M&A deal;
• a sum of money matching a loan extended by the creditors is placed in a bank account;
• companies taking part in an M&A transaction get audited by an identical auditing firm, according to which their financial status & asset health require no guarantees for the protection of creditors.

Those looking to conclude an M&A deal in the Republic of Italy should keep in mind that they must report it to the relevant regulator if:

• participants’ turnover is in excess of five hundred million euros;
• one of the participants’ turnover exceeds thirty one million euros.

Information

There’s no particular rules regarding disclosure of information pertaining to the transfer of Italian PLCs’ stocks or assets. When it comes to public offers, a request for permission to buy an Italian PLC’s stocks is to be filed with CONSOB. CONSOB must also be provided with information on guarantees, participation interests & names of consultants.

Individuals owning stocks of PLCs must notify CONSOB if:

• a three percent threshold is exceeded (used when registering SMEs in Italy);
• a five percent threshold is exceeded for SMEs;
• thresholds of five, ten, fifteen, twenty, twenty five, thirty, fifty, sixty six point six & ninety percent are met or exceeded;
• the amount of investments is below the said limits.

After acquiring thirty percent of stocks, buyers must send a merger proposal to all owners of securities allowed to trade on a regulated market. Traders who received at least a ninety five percent stake as a result of a transaction involving the transfer of listed companies’ securities are entitled to redeem the remainder of shares within 90 days after a transaction.