On 22 September 2026, the Taddei family sold a majority stake in Bossong S.p.A., a leading Italian manufacturer of anchoring systems for construction and infrastructure, to Bilontec Industrial, a portfolio company of a private equity fund. PwC Legal Italy acted as lead legal and tax advisor to the acquirer, managing the full acquisition process including due diligence, negotiation of the share purchase agreement (SPA), and design of the tax-efficient holding structure. The transaction involved a complex mix of Italian and cross-border tax considerations, including the application of the participation exemption (PEX) for the selling shareholders, the structuring of management rollover equity, and the optimization of the acquisition financing through a Italian Newco to enable interest deductibility under the new earnings stripping rules (Article 96 TUIR).
Key Takeaways
- Tax-Efficient Exit for Sellers: The Taddei family benefited from the PEX regime on the capital gain, contingent on meeting the holding period and business activity requirements, while the earn-out component was structured to qualify for capital gains treatment rather than employment income.
- Acquisition Financing Optimization: The use of an Italian acquisition vehicle (Newco) allowed for a debt push-down via a tax-neutral merger (conferimento) post-closing, maximizing interest deduction capacity within the 30% EBITDA limit under Article 96 TUIR.
- Transfer Pricing and IP Migration: Post-acquisition, PwC advised on the realignment of intercompany licensing agreements for Bossong’s patented anchoring technology, ensuring compliance with OECD BEPS Action 8-10 and the Italian transfer pricing documentation requirements (Master File and Country-by-Country Reporting).
Disclaimer: This article is compiled and summarized by the AI based on publicly available information and is for general information purposes only. It does not constitute any form of formal tax advice, legal opinion, or basis for performance. Please consult a qualified professional tax advisor or legal counsel for tax advice.
Source: Read Official Announcement