Ita Airways, shareholders' meeting approves capital increase of EUR 325 million for Lufthansa

After about two years characterised by continuous postponements, sudden accelerations followed by setbacks, the closing for Lufthansa's entry with a minority stake in the capital of Ita Airways has finally arrived. In the late afternoon, the extraordinary shareholders' meeting met to approve the capital increase reserved for Lufthansa, which must be subscribed by 15 January with an investment of EUR 325 million for 41% of the capital. The extraordinary shareholders' meeting also resolved to amend the company's bylaws, as provided for in the investment agreement, which envisages a series of prerogatives and typical rights in extraordinary transactions for the two shareholders, the Ministry of Economy and Finance and Lufthansa, in relation to the joint management of Ita Airways.

"After the green light from the European Commission last 30 November, the last act before the handover,' comments Ita Airways' president, Antonino Turicchi, 'within a couple of weeks we managed to get to the closing of the operation that started in 2022 with the expression of interest and the subsequent investment agreement, which was expected to close in a couple of months.

The subscription period for the capital increase reserved for Lufthansa starts today until 15 January. The new Articles of Association will become effective from the subscription of the capital increase by Lufthansa, i.e. by 15 January, following which a meeting of Ita Airways' Ordinary Shareholders' Meeting will be held, with the appointment of the new Board of Directors in implementation of the agreements signed in June 2023, giving rise to the company's new governance.

The new Board of Directors will still have five members, three of whom will be appointed by the MEF (among them the chairman, Turicchi is expected to be confirmed) and two appointed by Lufthansa (among them the CEO, in pole position is Joerg Eberhart, currently Lufthansa's Chief Strategy Officer) for a three-year term.

With the transaction resolved by the extraordinary shareholders' meeting, the shareholding structure is diluted in favour of the German shareholder, we are still in a phase defined by Turicchi as 'co-control', the Mef's shares will be sold when Lufthansa exercises its options for control, from the end of 2025 to 2029 when it will be able to add a further 49% to the current 41%.