ITALY: Introduction of amendments to Italy takeover measures

Thursday May 19 2011

In April 2011, the Italian securities regulator Consob introduced changes to the Italy takeover regime. In amending the Issuers` Regulation (Consob Regulation No. 11971 of 14 May 1999), the following important changes were introduced:

• The transparency regime applicable to the “interested parties during the Italy takeover bid was extended to derivatives.

• Provisions regarding the regime of the relevance of treasury shares in calculating the shareholding for the purpose of the mandatory bid were introduced.

• Derivatives are now also relevant in calculating whether the mandatory bid threshold has been exceeded (as well as in determining the offer price). Consob includes in the shareholding for the purposes of the mandatory bid the shares underlying all derivatives or contracts which grant the owner a long position, regardless of whether they involve a cash or a physical settlement.

• The regulation clarifies the conduct involving acting in concert between shareholders. Consob has identified the cases in which, unless there is contrary proof, it is assumed that specific parties are acting in concert.

• New exemptions from the requirement to carry out a mandatory bid were introduced.

• Amendments extend the possibilities in which the sell-out or squeeze-out price following a takeover bid is established as the same price as the previous offer.

• Standardisation has been increased regarding information that must be provided to the market in the bid notifications and document. The publicity regime and the provisions regarding bidder`s guarantees have been simplified.

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