SOCAR to Acquire Italiana Petroli and MIP from the Brachetti Peretti Family

Api Holding S.p.A. and FIN.BRA SA, the two holding companies of the Brachetti Peretti family, and the State Oil Company of the Azerbaijan Republic (SOCAR), have signed an agreement for the sale of a stake representing 99.82% of the share capital of Italiana Petroli S.p.A. (IP) and MIP S.p.A., the latter being the company holding the Group’s trademarks.

The Brachetti Peretti family, which has led the Group since its foundation in 1933 by Ferdinando Peretti and today ranks among the major Italian players in the mobility and fuel sector, will transfer its entire shareholding to SOCAR, an oil & gas company active across the upstream, midstream and downstream segments, wholly owned by the State of Azerbaijan and with an international presence in the EU, the Middle East and Asia.

The transaction is subject, among other conditions, to the receipt of the necessary regulatory clearances (antitrust, foreign subsidies and golden powers). Closing is expected by the first quarter of 2026.

Leonardo Caputo, Corporate Development and M&A Director of IP, coordinated and oversaw all activities related to the negotiation and finalisation of the agreements instrumental to the sale.

Gatti Pavesi Bianchi Ludovici assisted Api Holding and FIN.BRA, as well as IP for relevant matters, on corporate, contractual and M&A aspects, with a team led by equity partner Barbara Napolitano together with partner Riccardo Salerno, and including senior associate Eugenio Prosperi and associate Carlotta Marconi. In addition, equity partner Filippo Arena is overseeing and coordinating the regulatory aspects of the transaction on behalf of the sellers and the target companies.

Herbert Smith Freehills Kramer assisted SOCAR with a multidisciplinary team led by partner Francesca Morra and senior associate Giacomo Gavotti. Administrative law matters were handled by senior associate Chiara Miccolis, associate Matteo Terzi and trainee Kevin Aldeghi. The corporate team, which oversaw the corporate and contractual aspects, included of counsel Bernadetta Troisi, senior associates Michela Merella, Cesare Saputo and Guglielmo Ferrari, along with associate Dimitrie Vlaiduc and trainee Claudia Rocco. Compliance matters were handled by of counsel Federico Bracalente and senior associate Marco Accorroni, while in the field of intellectual property, senior associate Giulia Maienza and associate Francesca Basto contributed. Financing aspects were managed by senior associate Alessandra Iandoli and associates Pietro Guida and Giacomo Bedeschi. The litigation team included senior associate Spartak Kodra and trainee Iole Maria Garufi.

An international team also supported the client in the transaction: partner Steven Dalton, Marcus Lyon and associate Olivia Battcock from the London office; managing partner Kyriakos Fountoukakos, partner Morris Schonberg, of counsel Peter Rowland and senior associate Daniel Barrio from the Brussels office for competition matters; and partner Marc Tkatcheff and associate Joaquim Apra for Luxembourg law matters.