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Important Changes to Italian Mandatory Tender Offer Rules

The Decreto Competitività (as converted into Law with amendments, the "Decree"), published on August 20, 2014 in the Italian Official Gazette (Gazzetta Ufficiale della Repubblica Italiana), has made some important changes to the Italian mandatory tender offer rules.

The key changes introduced by the Decree in this area relate to the thresholds at which mandatory tender offers are triggered:

Large Companies: a new 25% mandatory tender offer threshold for Large Companies (i.e., companies which are not small and medium-sized enterprises "SMEs") has been introduced, subject to the exemption in the event another shareholder owns a higher stake. The previous 30% threshold will continue to be applicable, subject to the exemption in the event another shareholder owns more than 50% of the shares or any other exemption applies.

SMEs: an SME has the option to set a mandatory tender offer threshold in its by laws, at a level between 25% and 40%. If a company opts in to a different threshold, such threshold would replace the 30% threshold mandated by law. SMEs that do not opt into an elective threshold will continue to be subject to the 30% threshold.

Shares with increased voting rights (i.e., two votes per share, "azioni a voto maggiorato") and multiple voting rights shares (i.e., three votes per share, "azioni a voto multiplo") will be taken into account when determining whether the relevant thresholds are exceeded.

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