NEWSLETTER CORPORATE FINANCE – DECEMBER 2025

The M&A Market in Italy up to Q3 2025

Over €58 billion in transaction value for the Italian M&A market

During the first nine months of the year, approximately 1,000 M&A deals were closed in Italy, with a total value of around €58 billion. Both the number of transactions and the overall value have declined compared to the same period in 2024, when there were 1,128 deals amounting to roughly €66 billion. This represents a decrease of about 11% in the number of transactions and around 12% in deal value.

Nevertheless, the average deal value for 2025 has remained broadly consistent with 2024, if not slightly lower (€58.0 million per deal in 2025 versus €58.5 million in 2024, a decrease of just 1%).

Key Sectors Involved in M&A up to Q3 2025

Among the most prominent sectors in Italy during the first nine months of 2025 were Financial Services, with 69 completed deals by both domestic and international operators, generating a total value of approximately €27 billion. The Consumer & Industrial Markets sector followed, with over 550 deals totalling €18.2 billion, and Energy & Utilities with 73 deals worth €9 billion. Collectively, these three sectors accounted for roughly 93% of the total transaction value (€54.2 billion out of €58 billion).

Average transaction value in 2025 determined by a limited number of M&A deals

The average deal value for the first nine months of 2025 was significantly influenced by several transactions exceeding €1 billion, which together represented 50% of the total value. As highlighted in the KPMG report, notable transactions included Monte dei Paschi di Siena acquiring a stake in Mediobanca with an investment exceeding €15 billion; BPER Banca’s takeover bid for Banca Popolare di Sondrio, resulting in BPER holding 80.69% of BP Sondrio’s share capital at a value of €3.8 billion; the sale of the ‘Gaming and Digital’ division of International Game Technology PLC (De Agostini Group) to Voyager Parent LLC for about €3.4 billion; Lottomatica S.p.A.’s Accelerated Book Building procedure raising around €1.2 billion; Ferrero’s acquisition of the US-based WK Kellogg, delisted from the NYSE, for €1.7 billion; the sale of the Healthcare division of DCC Plc, an Irish company listed in the UK and active in energy, healthcare, and technology, to Healthco Investment Limited (Investindustrial vehicle) for £1.05 billion; and Italgas’s acquisition of 99.94% of the share capital of 2i Rete Gas S.p.A. for €2.1 billion.

M&A Trends at European Level

M&A transactions across Europe have totalled $682.6 billion, marking a 21% increase since the start of the year, driven primarily by the United Kingdom, Germany, and France. The European M&A market in Q3 2025 continued the consolidation phase observed earlier in the year, with 3,571 deals closed between July and September, representing €201.7 billion.

Sector selectivity is evident in the distribution of deals, with Energy & Power topping the rankings in terms of value at €37.2 billion, ahead of Financial Services (€35.2 billion) and Healthcare (€30 billion). In terms of deal count, however, Technology leads with over 660 deals worth €26 billion, followed by Consumer & Industrial Markets.

Overall, the European M&A market in 2025 has been characterised by a clear polarisation: on one side, high-value strategic transactions, and on the other, a reduction in small-scale deals, especially within the mid-market.

Brief Definitions in Corporate Finance

Below are some terms frequently used by advisors and participants in corporate finance, such as “Public Tender Offer”, “Share Exchange Offer”, and “Accelerated Book Building”.

Takeover Bid (Public Tender Offer, OPA): An instrument designed to facilitate the acquisition of control over a listed company, ensuring fair distribution of control premiums. It involves a party publicly declaring an intention to purchase shares from shareholders at a specified price, generally above market value, with the aim of gaining control. The offer must be notified to Consob, which oversees its execution.

Share Exchange Offer (OPSC): A type of public tender offer where shareholders are invited to exchange their shares for other financial instruments, rather than cash. This allows the acquirer to avoid using cash, and is commonly referred to as a “paper-for-paper” transaction in financial circles.

Accelerated Book Building: A procedure for selling significant shareholdings to institutional investors quickly. The main advantage is speed, as large blocks of shares (often between 5% and 10% of total capital) can be placed within one or two days, rather than taking much longer through regular market transactions, especially for less liquid stocks. However, the seller typically accepts a price below the current market rate, with a discount generally ranging between 5% and 10%.

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