[Last updated: 1 January 2025, unless otherwise noted]

4.1 Types of takeover bids

There are two main forms of takeover bids in Italy:

1. a voluntary takeover bid, in which a bidder voluntarily makes an offer for all or part of the outstanding voting securities issued by the target company; and
2. a mandatory takeover bid, in which an investor is required to make an offer for the purchase of all outstanding voting securities of a listed target company if:
   • as a result of an acquisition of voting securities of a listed company, such investor crosses – alone or acting in concert with others – a threshold of 30% of the voting securities of such company ("30% Threshold"), which threshold is reduced to 25% if such company does not qualify as an SME and no other person owns a greater participation ("25% Reduced Threshold"). The articles of association of a listed company that qualifies as an SME may vary the aforesaid 30% threshold to a different percentage ranging from 25% to 40% of the voting securities ("SME Threshold");
   • the investor, who already holds (A) more than the 30% Threshold of a listed company or, in case the listed company qualifies as an SME company, the applicable SME Threshold, but (B), in all cases, less than 50% of the voting securities of such listed company, directly or indirectly acquires more than 5% of the outstanding voting securities of such listed company over any 12 month period;
   • the investor crosses the 30% Threshold (or the 25% Reduced Takeover Threshold or the applicable SME Takeover Threshold, as the case may be) by acquiring voting securities of another company (whether listed or not), the main assets of which consist of the voting securities held in the listed target

With regard to the obligation to launch a mandatory takeover bid for any violation of the restrictions to acquire voting securities in the target company after the takeover bid period, see under 7.4 below.

Generally speaking, in the context of a mandatory takeover bid:

• the bidder must address its offer without distinction to all the holders of voting securities;
• the consideration is determined according to criteria set forth in the law; and
• the bid is unconditional.

On the contrary, in the context of a voluntary takeover bid:

• the bidder is free to make the takeover bid;
• the bidder is in principle free to determine, among other things, the quantity of the voting securities it intends to purchase and the consideration it intends to pay; and
• the bidder may subject the offer to certain conditions precedent.

While voluntary and mandatory takeover bids share some common features, they also present some differences.

In particular, with regard to the similarities, in both scenarios:

• the offer, once launched, is irrevocable;
• the bidder must offer the same consideration to all the holders of voting securities of the same class;
• prior to launching the offer, the bidder must ensure that it can fulfil the obligation to pay the overall consideration assuming full acceptance of the offer;
• the bidder must immediately submit the Initial Notice to CONSOB (concerning the decision to launch a voluntary takeover bid or the obligation to launch a mandatory takeover bid). At the same time, the bidder must publicly disclose such decision or obligation;
• the bidder must file an offering document (Documento di Offerta) concerning the bid with CONSOB for the latter's approval within 20 days following the date of the Initial Notice referred to above;
• the board of directors of the target company must issue a statement where it gives its views on the adequacy of the consideration offered and the effects of a successful completion of the takeover on (i) the interests of the target company; (ii) employment and conditions of employment at target company level; and (iii) continued operations at existing sites;
• transparency and fair conduct rules, as set forth by CONSOB Resolution No. 11971/99, apply from the Initial Notice to CONSOB until the date set for payment of the consideration;
• the "best price rule" applies, i.e., if during the period between the Initial Notice and the date of payment of the consideration offered by the bidder of a takeover bid, the bidder or any persons acting in concert with it acquire, directly or indirectly, outside of the bid voting securities that are the subject of the bid at a price higher than the offered price, the offered price must be revised to reflect such higher price; and
• following either a voluntary takeover bid or a mandatory takeover bid for the entire share capital of an Italian listed company:
  • if the bidder ends up holding more than 90% of the voting securities of the target company, the so-called "sell- out right" arise in favor of the remaining shareholders of the target company (see under 7 below);
  • if the bidder ends up holding at least 95% of the voting securities of the target company, the so-called "sell- out right" and the so-called "squeeze-out right" arise in favor of the remaining shareholders of the target company and the bidder, respectively (see under 7 below).

4.2 Differences between voluntary and mandatory takeover bids

The main differences between a voluntary and a mandatory takeover bid are summarized in the following table: