ITALY: Changes to Italy mandatory bid rules enter into force

Thursday September 4 2014

The Decreto Competitività, which amends the provisions of Legislative Decree 58 on Italy takeovers, has been published in the Italian Official Gazette and is now in force.
The key changes introduced by the Decree relate to the thresholds at which mandatory tender offers are required.

In the main, the 30% mandatory offer threshold will remain, with some exemptions detailed below.

• Large Companies: a new 25% mandatory tender offer threshold (defined as companies that are not small and medium-sized enterprises, “SMEs”) has been introduced. A bid at this threshold will not be required however where another shareholder holds a higher shareholding. The previous 30% threshold will also continue to apply, but similar to above, a bid will not be required where another shareholder owns more than 50% of the shares of the target company.
• Small and medium-sized enterprises: under the reforms, an SME (a company having (i) revenues of less than Euro 300 million, according to the latest available annual financial statements; or (ii) an average market capitalization during the latest calendar year of less than Euro 500 million) may set a mandatory tender offer threshold in its bylaws at a threshold between 25% and 40% which would replace the statutory 30% threshold. For SMEs that do not set a specific threshold, they will continue to be subject to the 30% statutory threshold.

Note also that shares with increased voting rights (i.e., two votes per share) and multiple voting rights shares (i.e., three votes per share) will be taken into account on the basis of their multiple when determining whether the relevant thresholds are exceeded.

CONSOB is expected to publish implementing measures in the short-term future.

Click on the above link for the text of the decree-law (in Italian).