New tender offer threshold

The Italian Council of Ministers enacted Law Decree No. 91 of 24 June 2014, which was converted into law and confirmed by the Italian Parliament on 11 August 2014. The Law Decree (as amended by the conversion law) reduced the mandatory tender offer threshold for all listed issuers from 30 percent to 25 percent. In light of the new rule, whoever acquires a stake in excess of 25 percent of the outstanding voting shares in an Italian listed company will be required to launch a tender offer for all the remaining shares of the company, provided that: (i) there is no other shareholder holding a stake higher than 25 percent in the target company (otherwise, the 30 percent threshold would still apply); and (ii) special rules apply to small and mid cap companies.

• Type:

  • Entry and establishment (Ownership and control)

• Industry:

  • Not industry specific

• Sources:

  • Jones Day Publications, Italy’s new rules for listed small and mid caps and other changes relevant to listed issuers, http://www.jonesday.com/Italys-New-Rules-for-Listed-Small-and-Mid-Caps-and-Other-Changes-Relevant-to-Listed-Issuers-10-21-2014/?RSS=true#_ftn1, 01 Oct 2014