04 Nov 2025

"Officina Stellare and GATG Announce Strategic Merger to Create Advanced Aerospace and Defense Technology Leader"

"Officina Stellare and GATG have signed an agreement for a merger aimed at creating a single industrial entity listed in Italy, specializing in advanced technologies for aerospace and defense sectors. The integration seeks to enhance growth through increased resources, synergies, and innovation in products and applications. A shareholder agreement has been established to govern the merged company's operations and share circulation. The transaction, classified as a reverse takeover, is subject to approval by Officina Stellare's extraordinary shareholders' meeting."

**Law Firms and Their Roles in the Transaction** The international law firm Gianni & Origoni assisted Officina Stellare and its significant shareholders, while Chiomenti provided legal counsel to GATG – Global Advanced Technology Group in the integration transaction between Officina Stellare and GATG. **Description of the Transaction** The transaction aims to create a single industrial entity listed in Italy, specializing in advanced technologies in electronics, optomechanics, earth observation, optical communications, and cybersecurity systems for the aerospace and defense markets. The new entity will be equipped with significant capital resources to support growth in domestic and international markets through organic development and acquisitions. Additionally, the integration seeks to achieve commercial, industrial, and technological synergies by sharing key resources such as research and development teams, research centers, and proprietary technologies. This collaboration is expected to accelerate growth through the development of innovative products and technological applications across various markets. A shareholders' agreement was also signed between GATG and the significant shareholders of Officina Stellare, as well as certain other shareholders, to regulate the governance and share circulation of the merged entity. The transaction, classified as a reverse takeover under Article 14 of the Euronext Growth Milan Issuers Regulation, is subject to approval by the extraordinary shareholders' meeting of Officina Stellare, including the application of the whitewash mechanism. **Lawyers Involved in the Transaction** Gianni & Origoni: - Alessandro Merenda (Partner, Coordinator) - Silvia Bordi (Partner, Corporate M&A) - Giovanna Dimita (Managing Associate, Corporate M&A) - Gabriele Zabbatino (Associate, Corporate M&A) - Lidia Caldarola (Of Counsel, Capital Markets) - Matteo Costantino (Managing Associate, Capital Markets) - Caterina Vicenzi (Associate, Capital Markets) Chiomenti: - Carlo Croff (Partner, M&A) - Corrado Borghesan (Partner, M&A) - Silvia Colomba (Senior Associate, M&A) - Elena Anania (Associate, M&A) - Cristina Luisa Conti (Associate, M&A) - Carlotta Bernardini (Associate, M&A) - Italo De Santis (Partner, Capital Markets) - Maria Carmela Falcone (Of Counsel, Capital Markets) - Marco Sacchetti (Associate, Capital Markets) - Valentina Soldovilla (Associate, Capital Markets) - Chiara De Feo (Associate, Capital Markets) - Giulio Napolitano (Partner, Golden Power) - Luca Masotto (Senior Associate, Golden Power) - Chiara Grazzini (Golden Power) - Matteo Farnese (Golden Power) - Massimo Antonini (Tax and Structuring) - Elisabetta Costanza Pavesi (Tax and Structuring) - Filippo Giuseppe Rocchi (Tax and Structuring)
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