ITALY Law and Practice Contributed by: Paolo Balboni, Luca Bolognini, Giulio Monga and Carmine Antonio Perri, ICT Legal Consulting
6. Acquisitions of Public (Exchange- Listed) Technology Companies 6.1 Stakebuilding In Italy, it is common to acquire a stake in a public company prior to making an offer. Under Article 120 (2) of Legislative Decree No 58/1998 (Consolidated Financial Act – Testo Unico della Finanza or TUF), shareholders crossing the 3% ownership threshold (5% for SMEs) trigger a disclosure obligation to both the Italian Supervisory Authority for the Financial Mar- ket ( Commissione Nazionale per le Società e la Borsa or Consob) and the issuer. Further disclosure obligations are established by Arti- cle 120 (4-bis) TUF. In particular, shareholders cross- ing thresholds of 10%, 20% and 25% must include the following further information in their disclosure pursuant to Article 120 (2) TUF: • the means of financing the acquisition; • whether they are acting alone or in concert with others; • whether they intend to cease or continue their pur- chases, and whether they intend to acquire control of the issuer or otherwise exercise an influence over the management of the company, and, in such cases, the strategy they intend to pursue and the actions planned to implement it; • their intentions regarding any existing or contem- plated shareholders’ agreements or other arrange- ments to which they are a party; and • whether they intend to propose the appointment or removal of the issuer’s management or control bodies. Under Article 121 (1-bis) of Consob Regulation 11971/1999, any person whose shareholding cross- es a relevant threshold under Article 120 TUF must notify both Consob and the issuer within four trading days from the date on which they became aware, or should have become aware, of the relevant transac- tion or event. Italy currently does not have a formal “put up or shut up rule”. However, a draft reform of the TUF, approved by the Italian Council of Ministries at the beginning of October 2025, aims to introduce a similar mechanism
to address market rumours about the preparation or possible launch of a takeover bid. Under this proposal, Consob would be empowered to set a deadline with- in which the potential bidder must publicly confirm whether it intends to make an offer. If the bidder either fails to respond within that period or declares that it does not intend to proceed, it would be barred for the following 12 months from launching any takeover bid for the same issuer’s securities. 6.2 Mandatory Offer Under Article 106 (1) TUF, any person who, as a result of purchases or an increase in voting rights, comes to hold a shareholding exceeding 30% of the voting capital, or to otherwise have voting rights exceeding 30%, must launch a public tender offer addressed to all holders of the issuer’s securities for the totality of the securities admitted to trading on a regulated mar- ket held by them. Article 106 (1-bis) TUF establishes a threshold of 25% for non-SME companies which do not have other shareholders with larger shares or voting rights. According to the draft reform mentioned in 6.1 Stake- building , the Italian government is planning to unify these thresholds at 30% for all listed companies, with- out distinctions between SMEs and non-SMEs. 6.3 Transaction Structures In Italy, acquisitions of public technology companies are typically structured as public tender offers ( offerte pubbliche di acquisto or OPAs), which may be either voluntary or mandatory under Articles 102–106 TUF. In most cases, the process involves two stages: first, a privately negotiated purchase of a controlling block, and second, a tender offer to the remaining sharehold- ers. Once the bidder achieves at least 90% or 95% of the voting share capital, the company can be delisted through the sell-out or squeeze-out procedures under Articles 108 and 111 TUF. Although statutory mergers under Articles 2501ff of the Civil Code are legally available, they are rarely used as the initial acquisition structure for listed com- panies. The takeover rules under the TUF and Consob Regulation No 11971/1999 provide a more efficient and transparent mechanism for the transfer of con- trol, ensuring equal treatment of shareholders and
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