Tender Offers in Italy

Italy has not yet implemented the Directive on Takeover Bids (Directive 2004/25/EC, the "Directive") in its internal legal system.¹ However, Italian tender offer rules currently in force, as set forth in Legislative Decree no. 58 of February 24, 1998, and CONSOB² Regulation no. 11971 of May 14, 1999, already provide for many of the concepts set forth in the Directive, since the Italian legislation, when enacted, was based on a previous draft of the Directive. We will provide here an overview of the main concepts and rules that apply to tender offers in Italy, noting where they differ from the principles set forth in the Directive.

Both the Directive and Italian law aim to ensure equal treatment of, and prevent discrimination against, the target company's shareholders—hence the provision, in addition to the rules governing voluntary tender offers, of a set of rules governing the so-called "mandatory tender offers."