ITALY Law and Practice Contributed by: Roberto Bonsignore, Paolo Rainelli, Gerolamo da Passano and Nicole B. Puppieni, Cleary Gottlieb Steen & Hamilton LLP
1. Trends 1.1 M&A Market
and companies listed on Euronext Growth Milan (the Italian market dedicated to SMEs). With the gradual normalisation of interest rates and high expected returns, private equity spon - sors’ investments in Italian companies (both buyouts and add-ons) have increased. Although the sale of minority stakes in Poste Italiane (the Italian postal service) and Ferrovi.e. dello Stato (the Italian railway group) has been put on hold, the Italian government has been active in the market, selling an additional stake in Monte Paschi bank and participating directly in the consortia for the acquisition of TIM’s Italian fixed telecommunications network and Telecom Italia Sparkle. Finally, energy and infrastructure remained very active sectors in Italian M&A. 1.3 Key Industries Sectors that have witnessed significant M&A activity in Italy over the past 12 months include: • infrastructure; • energy and utilities; • banking and other financial services;
2024 was a positive year for the Italian M&A market, with transaction volumes and values increasing significantly compared to 2023. The increase was driven by a favourable macro - economic environment and renewed interest from both domestic and international inves - tors, including private equity and infrastructure funds, mostly for large energy and infrastructure assets (mainly in the telecoms, gas, power and transportation spaces). Among other indicators, the number of transactions over EUR1 billion increased significantly compared to 2023. The beginning of 2025 has also been promising, despite geopolitical and global economy uncer - tainties, with the financial institutions group M&A space being among the most active across Europe. 1.2 Key Trends As expected, consolidation in the banking sector has become one of the key trends, with many unsolicited or hostile bids announced between late 2024 and early 2025, namely: • Monte Paschi’s bid for Mediobanca; • Mediobanca’s bid for Banca Generali; • Banca IFIS’s bid for Illimity; • BPER’s bid for Banca Popolare di Sondrio; and • Unicredit’s acquisition of a significant stake in Commerzbank. The delisting trend continued, with numerous take-private transactions involving companies listed on Euronext Milan (the main Italian market) • Banco BPM’s bid for Anima; • Unicredit’s bid for Banco BPM;
• industrial and chemicals; • consumer and retail; and • TMT.
2. Overview of Regulatory Field 2.1 Acquiring a Company The main techniques for acquiring an Italian company are as follows: • share deals, involving the acquisition of shares of the target company;
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