Officina Stellare and GATG sign integration agreements to create a new Italian-listed aerospace and defense technology group

On October 28, 2025, Officina Stellare S.p.A., an Italian joint-stock company whose shares are traded on the multilateral trading system Euronext Growth Milan, organized and managed by Borsa Italiana S.p.A., signed the agreements for its integration with GATG – Global Advanced Technology Group S.p.A. The transaction involves, on one side, Officina Stellare and its key shareholders — Virgilio Holding S.p.A., MIRAK Enterprise S.r.l., Stone S.r.l., Astro Alliance S.r.l., and Gino Bucciol — and, on the other side, GATG, a holding company whose share capital is indirectly held 86.6% by investment companies of Investindustrial Growth III SCSp and for the remaining part by Tre Gigli S.p.A.

The transaction is aimed at, among other main objectives, to create a single industrial player listed in Italy, highly specialized in advanced technologies in the fields of electronics, optomechanics, earth observation, optical communications and cybersecurity systems for the aerospace and defense markets; as well as to equip the new industrial entity with significant capital resources to support its growth path in domestic and international markets, both organically and through acquisitions.

As part of the integration process, a shareholders’ agreement was also signed between GATG and the Key Shareholders of Officina Stellare, as well as, with respect to certain provisions, some of the shareholders of the latter, aimed, among other things, at regulating the terms and conditions of the governance of the company resulting from the merger, as well as the rules governing the transfer of its shares.

The transaction, approved by the corporate bodies of Officina Stellare and GATG, qualifies as a reverse take-over pursuant to Article 14 of the Euronext Growth Milan Issuers’ Regulations and is subject, among other things, to the approval of the merger by the Extraordinary Shareholders’ Meeting of Officina Stellare with the application of the so-called whitewash mechanism.

Gianni & Origoni assisted Officina Stellare and its Key Shareholders with a team coordinated by partner Alessandro Merenda and led by partner Silvia Bordi for the corporate M&A aspects, assisted by managing associate Giovanna Dimita and associate Gabriele Zabbatino. The capital markets aspects were followed by of counsel Lidia Caldarola, assisted by managing associate Matteo Costantino and associate Caterina Vicenzi.

GATG was assisted by Chiomenti, with a team led by partners Carlo Croff and Corrado Borghesan for M&A matters, assisted by Silvia Colomba (senior associate) and associates Elena Anania, Cristina Luisa Conti and Carlotta Bernardini. Capital markets aspects were followed by partner Italo De Santis, assisted by of counsel Maria Carmela Falcone, as well as associates Marco Sacchetti, Valentina Soldovilla and Chiara De Feo. Professor Giulio Napolitano (partner), Luca Masotto (senior associate), Chiara Grazzini and Matteo Farnese handled the golden power aspects. Massimo Antonini, Elisabetta Costanza Pavesi and Filippo Giuseppe Rocchi oversaw the tax and structuring aspects.