The Lufthansa Group has agreed with the Italian Ministry of Economy and Finance (MEF) to purchase a 41% stake in ITA Airways through a €325 million capital increase, with the option to acquire all remaining shares at a later date.
This was stated by the German company in a statement, which reaffirmed the news received from local media such as “Il Corriere della Sera” or “La Repubblica”, which confirmed that the signing between the two parties will take place next Thursday.
Therefore, the capital contribution directly benefits the national airline of Italy, while MEF is committed to contributing another €250 million to the company.
Under the terms of the deal, Lufthansa will assume responsibility for the joint operational management of ITA Airways after the closure, in addition to appointing the CEO and one of the five board members.
With this operation, the Italian airline will become the fifth network airline in the Lufthansa Group’s multi-brand, multi-hub system. The German company confirmed that Italy represents the most important market outside the countries of origin of the group and the United States.
“Italy is the third largest economy in Europe in terms of GDP, has a strong export-oriented economy, and for private travelers, the Mediterranean country is one of the most popular leisure destinations in the world,” he noted in the statement.
Lufthansa Group CEO Carsten Spohr described the operation as “good news” for Italian consumers and for Europe, because “a stronger ITA will revitalize competition in the Italian market”.
“As part of the Lufthansa Group family, ITA can become a sustainable and profitable airline, connecting Italy with Europe and the world. At the same time, this investment will allow us to continue our growth in one of our most important markets.”
In addition, with the aim of expanding intermodal transportation of traffic within Italy, Lufthansa signed a Memorandum of Understanding with the state railway company Ferrovie dello Stato Italiane last February.
The association aims to increase passenger transport in Italy through rail connections to and from their respective airlines at the various Italian airports. The group already runs similar multimedia cooperation programs in its home markets, such as Deutsche Bahn, Austrian ÖBB and Swiss Federal Railways.
The parties have also agreed options allowing for the possible acquisition of the remainder of the shares by Lufthansa at a later date, the purchase price of which will depend on the evolution of ITA Airways’ business, subject to financial objectives such as net debt or EBITDA.
“The option mechanism minimizes as much as possible the negative effects on the capital structure of the Lufthansa Group, even in the event of a full takeover,” the German airline said in the statement.
According to ‘Il Corriere della Sera’, after acquiring 41% of the Italian company, in the first half of 2026, when ITA is expected to record an ‘operating balance’, Lufthansa may activate the buyout clause between 50% and 55% for about 500 million euros. At the time, the Italian Ministry held between 5% and 10%.
However, “La Repubblica” notes that in order to acquire approximately the remaining 50% of the airline, a period of two years will be necessary, as it “provides the option mechanism”.
No approval from Europe
Closing of the deal after the completion of the contract remains subject, in particular, to regulatory approvals, in particular by the European Competition Authority.
And local media in Italy confirmed that the process will be approved in a period that “may take between three and four months.”
The Community Competition Authority in Markets – which explains the sources from Brussels consulted by “Il Corriere della Sera” – has already foreseen a range of requests for the parties, including an “estimation” of corrective operations that ITA and Lufthansa must implement in order to avoid monopoly situations or what Approx.: Also among these operations is the transfer of time slots in some European airports, such as Milan Linate and Rome Fiumicino.