Schematrentatre S.P.A. made an offer to acquire remaining 67% of stake in Atlantia SpA (BIT:ATL) for €12.7 billion on April 14, 2022. As per the terms, Atlantia investors will receive €23 a share in cash. As of November 17, 2022, Schematrentatre received acceptance from 448,016,930 Shares equal to 54.254% of share capital. The deal will be financed partly with €8.2 billion in debt. The transaction is subject to 90% acceptance threshold. Schemaquarantadue (HoldCo) and Schemaquarantatre (i.e. the Offeror) received notice from the Cassa di Risparmio di Torino Foundation of the increase in its commitment to accept the Offer, which now includes its entire shareholding, equal to 4.54% of the capital of Atlantia. Crt Foundation has also increased its commitment to reinvest in HoldCo - a company that holds the entire share capital of the Offeror - by a portion of the consideration it will receive from the sale of Atlantia shares as part of the Offer. As on May 4, 2022, Schemaquarantatre filed with the Commissione Nazionale per le Società e la Borsa. As of May 5, 2022, the condition of 88% stake acquisition of Autostrade per l'Italia SpA for tender offer has been completed. As of June 23, 2022, the Presidency of the Council of Ministers of the Italian Republic has communicated to the Offeror its decision, adopted on June 22, 2022, to not exercise the special powers under the Italian Decree Law no. 21/2012 (the so called “golden power” regulation). As of October 3, 2022, the transaction is approved by CONSOB and subsequently amended and supplemented the offer pursuant which offer. On November 8, 2022, Schematrentatre announces that all the authorizations, approvals and clearances required by the competent authorities under applicable laws for the completion of the Offer have been obtained. Offer will open for acceptance from October 10, 2022 and ends on November 11, 2022, unless the Acceptance Period is extended. Reopening of the Acceptance Period is November 21, 2022 to November 25, 2022.

Goldman Sachs, Mediobanca, Bank of America, JPMorgan, UBS, UniCredit are acting as financial advisers while Gatti Pavesi Bianchi Ludovici, Legance, Simpson Thacher & Bartlett LLP acted as legal advisor for Benettons and Blackstone parent of Edizione. BNP Paribas SA (ENXTPA:BNP) and Morgan Stanley & Co. International plc acted as financial advisors to Atlantia. Banco Santander, S.A. (BME:SAN) acted as financial advisor to Edizione, parent of Schematrentatre. Citigroup Global Markets Europe AG acted as financial advisor to Edizione. Studio del Prof. Zoppini e degli Avvocati Associati acted as legal advisor and Equita SIM S.p.A. acted as financial advisor to Atlantia.

Schematrentatre S.P.A. completed the acquisition of remaining 67% of stake in Atlantia SpA (BIT:ATL) on November 25, 2022.