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

7.1 Squeeze-out

The right of the bidder to squeeze-out, i.e., to force all the holders of the outstanding voting securities to transfer such securities to it, arises if:

• following a takeover bid (either voluntary or mandatory) over the entire voting stock of the target company (“Global Takeover Bid”), the bidder (alone or in concert with others) comes to hold at least 95% of the voting securities of the target company; and
• the bidder has stated in the offering document (Documento di Offerta) the intention to avail itself of such

The right to squeeze-out must be exercised within three months following the expiry of the acceptance period of the bid, by paying the same consideration offered in the prior takeover bid. The transfer becomes effective when notice of the deposit of the consideration with a bank is given to the target company, which must then make the relevant entries in the shareholders’ ledger.

7.2 Sell-out

The right of the minority shareholders to sell-out, i.e., to demand the bidder to acquire their voting securities, arises if:

• following a Global Takeover Bid, the bidder (alone or in concert with others) comes to hold at least 95% of the voting securities of a listed company; or
• any investor comes to hold more than 90% of the voting securities of a listed company and the same investor does not restore the minimum free float of the same voting securities required to ensure their regular trading within a term of three months following the date on which the 90% threshold has been crossed.

If any of the thresholds indicated above are reached solely as a result of a Global Takeover Bid and, in the case of a voluntary Global Takeover Bid, the bidder has purchased in such bid at least 90% of the voting securities targeted by the bid, the price paid to such sell-out minority shareholders must be equal to the price offered in the relevant takeover bid and take the same form as that of the takeover bid except that the holder of the voting securities may request full payment in cash.

If the 90% threshold is not reached solely as a result of a Global Takeover Bid or, in the case of a voluntary Global Takeover Bid, the bidder has purchased in such bid less than 90% of the voting securities targeted by the bid, the price is determined by CONSOB, which will also take into account any previous bid price or the market price in the six month period prior to (i) the Initial Notice, or (ii) the acquisition that caused the relevant threshold to be crossed.

If the price is equal to the offer price of a prior takeover bid, the commitment of the bidder to acquire the voting securities of the holders exercising their sell-out right may be effected by means of reopening of the terms of the takeover bid. Conversely, where the price is determined by CONSOB, the bidder must send CONSOB details for the determination of the price together with a statement by the target’s independent auditors concerning the fairness of such details.

7.3 Squeeze-out followed by a merger

In the event a bid is intended to represent only the first step of a corporate reorganization process that will be followed by a merger, the bidder must disclose – in the Initial Notice and in the offering document (Documento di Offerta) – such intention to carry out a merger following the conclusion of the bid. In doing this, the security holders of the target company can make a more informed decision as to whether to accept the offer and tender their securities

7.4 Restrictions on acquiring securities after the takeover bid period

If in the six-month period following the date of payment of the consideration offered by the bidder, the bidder or any persons acting in concert with it acquire, directly or indirectly, an aggregate number of voting securities that were the subject of the bid higher than 0.1% at a price higher than the offered price, the offered price must be revised to reflect such higher price.

During a term of 12 months following the end of a Pre-emptive Bid, where the bidder and the persons acting in concert with the bidder have acquired 25% or more of the voting securities of the target company (or more than 30% if the target is a SME), the bidder and the persons acting in concert with the bidder may not acquire, directly or indirectly, more than 1% of the voting securities to which the Pre-emptive Bid applied (including acquisitions made through forward contracts expiring at a date later than 1 year). If such prohibition is violated, i.e., more than 1% of the voting securities are purchased in the 12 months following completion of the Pre-emptive Bid, the bidder will be obliged to launch a mandatory takeover bid for the outstanding voting securities of the target. The bidder will also be obliged to launch a mandatory takeover bid over the outstanding voting securities of the target in the event that the target company approves a merger or a spin- off in the 12 months following the end of an Pre-emptive Bid.