MERGERS & ACQUISITIONS IN ITALY

Mergers and Acquisitions (M&A) are transactions through which the company ownership is transferred or merged, often resulting in a consolidation of assets and liabilities.

Canal & Serraglia is a boutique advisors firm established in 1995 and based near Venice, north east Italy, that provides full support for Mergers & Acquisitions of Italian companies to international clients, as well as advice for other special transactions such as spin offs, demergers, contributions of assets. Our experience & expertise comes from over 20 years of work with Italian and worldwide businesses. We offer a deep knowledge of North East Italy companies, one of Europe's most efficent and productive areas.

Our experienced English-speaking advisors take care of the whole M&A process. We:

• source suitable companies based on Client’s requests, investigating their assets & financial position and giving and estimate of the most likely enterprise value of the target
• support the Client in evaluating the business deal and the M&A investment process, as well as the funding needs in order to carry out the deal with the relevant assistance in the financing contracts
• structure Mergers & Acquisitions or Joint Ventures in Italy, especially in the North East area, by finding the most tax efficient solution to manage buyouts
• perform tax due diligence in order to optimize the transaction investment and reduce the negotiation risks and we coordinate the work of big auditing firms which are hired for the accounting due diligence
• assist our clients in negotiating transactions, letters of intent, contracts, warranties, guaranties and all the other features of the deal
• assist with the tax planning and the tax requirements
• provide post M&A advising

Our firm has been advisor in various transactions both in our domestic market and with regard to international deals. We have advised the consolidation of companies in the key and key duplicating business creating, through many domestic and international acquisitions and mergers, the biggest company in the world in said field, now part of an international listed group. We have advised:

• the consolidation of the lawn mower machine business and, after a series of domestic and international transactions, the group advised by our firm has become the biggest European player in the sector.
• the acquisition of a few companies in the diary business on behalf of the biggest European group in the egg farming and industry.
• the acquisition of a group of companies made up of more than 5,000 employees in the textile business in Romania.
• the acquisition of a chain of perfume stores on the biggest luxury group, sell side.
• organized and restructured other industrial groups and their activity

WHY SHOULD WE INVEST IN M&A OF ITALIAN COMPANIES?

The Italian economy presents excellent opportunities for international investors: Along a limited number of listed companies, there are many important family owned companies, very healthy, profitable and often worldwide leaders in their market. It must in fact kept in mind that Italy is still the second biggest EU manufacturing Country after Germany and its industrial base and know how are first class; furthermore Italian companies are well known for their products, and their design which give them the flavor of the exclusive Italian style.

These companies could be a very good target for Mergers & Acquisitions in Italy. Furthermore some italian well known companies are heavily indebted after many years of economic stagnation and need restructuring, being therefore important targets for acquisition of minority or majority stakes through simple capital increases, rights issues and the like.
 

WHAT ARE THE ITALIAN LAWS ABOUT MERGERS AND ACQUISITIONS?

M&A in Italy are governed by a mail legal framework: The Italian Civil Code. It contains provisions regulating mergers and acquisitions of listed and unlisted joint-stock companies, as well as limited liability companies.

The Italian Civil Code includes  more corporate law's provisions compared to many other European legislations.

Italian law regulates how  mergers, spin offs, demergers and assets contributions are treated and must be finalized, giving a certain and stable legal framework to those transactions.  It is to be highlighted that the aforementioned transactions are tax free according to Italy’s tax code, namely they are not taxed if carried out at certain conditions

The transfer of ownership differs when referring to joint-stock corporations (where the corporate capital is represented by shares certificates) or limited liability companies (where the corporate capital is represented by quotes). However, the international M&A agreements are always drawn up in the comprehensive English format, and in English language

In both cases, the transfer has to be signed in front of an Italian public notary.

Moreover, under specific circumstances, Mergers and Acquisitions of Italian companies may be subject to supervision and approval of Italian authorities, i.e. in case of Antitrust concerns.

These are the reasons why every investor should rely on an experienced advisory firm in order to avoid risks and maximise the advantages.

 

Canal & Serraglia Mergers and Acquisitions in Italy. M&A Advisors in Venice, north east Italy