ITALY Law and Practice Contributed by: Roberto Bonsignore, Paolo Rainelli, Gerolamo da Passano and Nicole Puppieni, Cleary Gottlieb Steen & Hamilton LLP
Cleary Gottlieb Steen & Hamilton LLP Via San Paolo, 7 20121 Milan Italy Piazza di Spagna, 15 00187 Rome Italy Tel: +39 02 726081 +39 06 695221 Web: www.clearygottlieb.com
1. Trends 1.1 M&A Market
• Banca IFIS’s takeover of Illimity; and • BPER’s bid for Banca Popolare di Sondrio. Other potential consolidation transactions – such as UniCredit’s approach to Banco BPM, and Medioban - ca’s bid for Banca Generali – were ultimately not com - pleted but nevertheless highlighted the strong con - solidation dynamics affecting the sector. Another notable trend has been the continued wave of public-to-private transactions involving Italian listed companies. Several issuers listed on Euronext Milan and Euronext Growth Milan have exited the public markets, reflecting valuation gaps between public and private markets as well as a preference among controlling shareholders and financial sponsors for the flexibility of private ownership structures. Private equity activity remained significant but more selective, with sponsors focusing on larger platform investments, carve-outs and minority partnerships, while also increasingly using GP-led secondary trans - actions and continuation funds as alternative exit solutions. 1.3 Key Industries Over the past 12 months, M&A activity in Italy has been particularly strong in financial services, where consolidation among banks, asset managers and wealth management platforms has generated a num - ber of large transactions. Industrials and manufacturing also remained highly active, reflecting Italy’s strong base of mid-market
Compared to 12 months ago, the Italian M&A market is showing broadly stable transaction volumes but higher overall deal value. The number of deals remains relatively consistent with the previous year, reflecting continued caution among investors in light of mac - roeconomic uncertainty and valuation gaps between buyers and sellers. At the same time, aggregate deal value has increased, supported by a number of sizeable strategic trans - actions, particularly in regulated and infrastructure- related sectors. After a relatively cautious start to the year, activity strengthened in the second half of 2025 as financing expectations improved and strategic buy - ers resumed larger transactions. 1.2 Key Trends Several trends have shaped the Italian M&A landscape over the past 12 months. One of the most visible developments has been ongoing consolidation in the banking sector, which accounted for a significant share of domestic deal value. A number of high-profile transactions and attempted bids contributed to reshaping the competi - tive landscape of the Italian financial services industry, including: • Banco BPM’s acquisition of Anima; • Monte dei Paschi’s transaction involving Mediobanca;
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