Italy – Growing resilience

Activity

M&A activity in Italy during 2023 continued the trend of increasing deal counts year by year, with approximately 1,511 announced transactions (up 40% compared to 2020). Deal value, which totalled around €48 billion, remained far below the outstanding levels recorded in 2021 and 2022 (down 35% compared to 2022). However, it should be noted that 2021 and 2022 were mostly influenced by vibrant, post-pandemic activity and several mega-deals (above €1 billion), while the 2023 Italian M&A market faced some uncertainties which caused a significant slowdown in terms of size entailing a more prudent approach, especially in the first quarter of the year.

Sectors

The consumer sector represented the most active sector in 2023 with 409 announced deals, 27% of the total. The highlight transaction was the mega-deal acquisition of a 30% stake in Valentino by Kering for €1.7 billion, confirming the interest of investors for the renowned Italian fashion & luxury industry. The industrial & chemical sector saw plenty of activity with 307 announced deals (20%), immediately followed by the technology sector with 231 announced deals (15%).

The TMT sector, with particular focus on infrastructure assets, attracted a significant share of investments, characterised in particular by the (mega-deal) acquisition of TIM's infrastructure network business by KKR for €22 billion and two other sunk mega-deals (the sale of Vodafone's Italian assets to Iliad for €6 billion and the acquisition of a 60% stake in the infrastructure network business of Wind Tre by EQT Infrastructure for €3.4 billion). This shows a particular interest in the sector, especially in light of the opportunities to develop the underlying assets, the increasing request for digital services and the stable returns that the sector can offer over time.

Financial and life sciences sectors have also confirmed their attractiveness recording 10% and 9% respectively of market value, with the acquisition of the over-the-counter business of Viatris Inc. by Cooper Consumer Health SAS of France for a total of €1.95 billion, representing the last mega-deal of 2023 for the Italian M&A market.

Legal trends

2023 confirmed the anticipated trend of state intervention in strategic sectors through the application of the foreign direct investment (FDI) regime. In particular, during 2023, a law was approved to broaden the list of strategic sectors, including artificial intelligence, manufacturing of semiconductors, cybersecurity, aerospace technology and energy storage. We discuss the triple impact of merger control, FDI and the new EU Foreign Subsidies Regulation on M&A in more detail here.

As we also discuss here in our Global M&A report, investors are also paying more and more attention to the existence and actual implementation of environmental, social and governance (ESG) policies and strategies of their targets, both in the pre-investment phase (evaluation and due diligence) and subsequent management phase, as ESG matters are seen as important drivers in the future creation of value.

As investments focused on artificial intelligence and life sciences are rising, IP profiles, and in particular matters related to patents and trademarks, including their registration, deployment, protection and marketability, are becoming crucial in business evaluations by market operators.

Outlook for 2024

Notwithstanding some macroeconomic uncertainties and the instability of the international scenario, market operators are showing a more optimistic view and are seemingly able to live with them. The expected reduction of the interest rates in the second half of 2024 may well see a more prudent approach in the first two quarters of the year, though the number of deals announced in January 2024 is substantially in line with 2023.

The main drivers of Italy's economy for 2024 will probably be the increase of internationalisation, the energy and technology transition and the strengthening of the national infrastructures. In this respect, the Italian "National Recovery and Resilience Plan", operating within the framework of the "Next Generation EU" programme, is expected to be more and more crucial and give a boost to the relevant fields of industry.

In this scenario, the sectors which could be more relevant and central in the investment strategies of industrial operators and private equity funds appear to be the industrial & chemicals, consumer, technology and energy & infrastructure. Additionally, the completion of the mega-deal involving TIM's network business and the two sunk deals in the same industry may increase the competition and, accordingly, investment in the TMT sector