Andrea Massimo Maroni

Andrea Massimo Maroni is a Partner at LEXIA and the head of the Capital Markets Team. He has extensive experience in equity capital markets transactions as well as corporate governance for issuers and financial institutions. He also provides assistance in private/public M&A deals and venture capital transactions.

He regularly advises both domestic and international clients on IPOs, rights issues, tender offers, buy-backs, warrants issue and similar convertible and equity-linked instruments, as well as other corporate finance transactions.

Andrea also offers guidance to issuers, financial institutions and their corporate bodies and shareholders on corporate governance and regulatory matters, including market abuse, transparency, transactions with related parties, shareholders agreements, proxy-fights and incentive plans. He also developed expertise in assisting with the defence against pecuniary sanctions imposed by CONSOB and Banca d’Italia.

He has played a significant role in structuring and managing innovative and peculiar transactions that stand as milestones in the field, and he is widely recognized by clients for his professionalism and dedication. Andrea also speaks at conferences and seminars, contributing to legal discourse and advancing professional training.

Before joining LEXIA, Andrea began building his expertise at a renowned boutique law firm in Milan specializing in high-level assistance in corporate and financial markets law, where he regularly assisted various major public companies, including banks, in several key transactions in the capital markets, such as the transformation of one of the main Italian cooperative banks into a società per azioni, as required by the Italian legislation at the time.

Registered direct offering by Genenta Science on US Nasdaq

Assistance to Genenta Science S.p.A., Italian company listed on the U.S. Nasdaq, in the registered direct offering of new American Depositary Shares for a total value of $15 million, directed towards certain U.S. institutional investors and involving the filing of a prospectus with the U.S. Securities and Exchange Commission (SEC).

IPO of Praexidia Industrie Strategiche

Assistance to Praexidia Industrie Strategiche S.p.A. in an innovative IPO on the Italian MTF Euronext Growth Milan, aimed at raising up to additional EUR 100 million by 2026 and establishing a new national player in the defence sector.

Eurotech capital increase (public offering)

Assistance to Eurotech S.p.A., an IoT company listed on the Italian Euronext STAR Milan, in its EUR 17.5 million capital increase offered to all shareholders, being one of the first public offerings conducted under the new exceptions to the obligation to publish a prospectus, as outlined in the recently amended EU Prospectus Regulation 2017/1129.

Retelit tender offers

Assistance to Retelit S.p.A., previously listed on the Italian Euronext STAR Milan, (i) in the first tender offer in Italy launched by a subsidiary for the shares of the parent company, and (ii) in the voluntary tender offer promoted by the investment management firm Asterion Industrial Partners on Retelit shares, which resulted in Retelit’s delisting.

Acquisition of Visibilia Publishing Group

Assistance in the acquisition of a majority stake in Athena Pubblicità, which in turn controls Visibilia Editore S.p.A., a company previously listed on the Italian MTF Euronext Growth Milan. The structure of the transaction triggered the exemption from the obligation to launch a mandatory tender offer for the remaining shares of Visibilia Editore.

Expert.ai Group multiple investments and acquisitions

Assistance to Expert.ai S.p.A., company listed on the Italian MTF Euronext Growth Milan in connection with:

• a corporate capital increase of up to EUR 20 million;
• the acquisition of 100% of the share capital of I.S.E.D. S.p.A., a software house with a long-standing track record in technological innovation for the public sector and regulated markets;
• a joint venture with Tiscali S.p.A., company belonging to Tesselis Group, listed on the Italian Stock Exchange, to develop an artificial intelligence project with the use of European Union IPCEI Funds.

TIM Shareholders’ Meeting and incentive plans

Assistance to TIM S.p.A. (the major Italian TLC company, listed on the Italian Stock Exchange), in all legal and regulatory aspects related to the convening, preparation, and management of its 2025 annual shareholders’ meeting, including among other things the draft and of three different incentive plans (stock options, phantom shares and performance shares respectively).

Sale of TAS and mandatory tender offer

Assistance in the sale of the majority stake of TAS S.p.A., a provider of digital payments solutions listed on the Italian Stock Exchange, and the connected mandatory tender offer for the remaining shares of TAS by the buyer Rivean Capital, International Private Equity Fund.

Ulisse Biomed reverse take-over

Assistance provided in relation to the “reverse take-over” involving the transfer to Ulisse Biomed S.p.A. (now Helyx Industries S.p.A.), a biotech company listed on the Italian MTF Euronext Growth Milan, of the entire shareholding in the UK company Hyris Limited. The transaction was structured through the contribution in kind of this shareholding as part of a capital increase reserved for subscription by the shareholders of Hyris Limited.

Club deal Tesmec

Assistance to a club deal of investors (including the independent investment holding company Palladio Holding) with respect to the legal, regulatory, and contractual aspects of the transaction that led to the acquisition of a minority stake in the share capital of Tesmec S.p.A., a multinational operating in the energy, trencher, and railway sectors and listed on the Euronext STAR Milan.

Expert.ai capital increase (public offering)

Assistance to Expert.ai S.p.A., an AI company listed on the Italian MTF Euronext Growth Milan, in its EUR 30 million capital increase offered to all shareholders, subject to the publication and approval by CONSOB of a prospectus pursuant to EU Prospectus Regulation 2017/1129.

Merlyn Partners Scsp Fund – TIM Proxy-fight

Assistance to Merlyn Partners Scsp fund in relation to the solicitation of proxies in the context of the proxy-fight for the renewal of the Board of Directors TIM S.p.A. (the major Italian TLC company, listed on the Italian Stock Exchange) in 2024.

Helyx Industries equity financing agreement

Assistance to Helyx Industries S.p.A. (formerly Ulisse Biomed), a biotech company listed on the Italian MTF Euronext Growth Milan, in the context of an equity financing agreement of EUR 10 million with the US-based family office Global Corporate Finance, also involving the issuance of warrants for up to EUR 5 million.

KME tender offer

Assistance to the minority shareholders of KME Group S.p.A. in the context of the voluntary tender offer promoted by the majority shareholder aimed at the delisting.

Sale of stake in Openjobmetis and mandatory tender offer

Assistance provided to Quaestio Capital SGR S.p.A. in relation to the sale, together with other shareholders, of its stake in Openjobmetis S.p.A. (previously listed on Euronext Milan), resulting in the obligation for the buyer to launch a public tender offer.

InoNet Computer GmbH acquisition by Eurotech and buy-back

Assistance to Eurotech S.p.A., listed on Euronext STAR Milan, in the acquisition of Inonet Computer GmbH, as well as in the launch of a share buy-back program aimed at using the repurchased shares to satisfy part of the earn-out payment connected to such acquisition.

CONSOB sanctions

Assistance to the Board of Directors of a major Italian global leader in engineering and construction of large infrastructure projects in the energy sector, listed on the Italian Stock Exchange, in the defence against pecuniary sanctions imposed by CONSOB.

Tender offer on Credito Siciliano

Assistance provided to Credito Valtellinese in the voluntary tender offer for the shares of Credito Siciliano.

Agatos warrant issue

Assistance to Agatos S.p.A., a company listed on the Italian MTF Euronext Growth Milan, in all legal and corporate aspects related to the amendment of its warrant regulation, including the shareholders’ meeting documentation and the relevant capital increase to service the exercise of the warrants.

I Grandi Viaggi – Shareholders’ engagement and activism

Assistance to the minority shareholders in relation to (i) the solicitation of proxies for the renewal of the Board of Directors of I Grandi Viaggi S.p.A. (listed on Euronext Milan), (ii) the signing of a shareholders’ agreement and (iii) the related promotion of an activist campaign towards the such company and its management.