EQS-Adhoc: Deutsche Lufthansa AG: Lufthansa Group reaches agreement on the acquisition of a minority stake in ITA Airways

The Lufthansa Group has agreed with the Italian Ministry of Economy and Finance (MEF) to acquire a 41% stake in ITA Airways. The contractual finalization of the agreement is expected to be completed shortly. With the planned transaction, the Group is expanding its access to the third largest airline market in Europe, which is already of great strategic importance for the Group.

The Lufthansa Group will acquire 41% of ITA Airways by way of a capital increase. The invested funds of 325 million euros will thus flow directly to the company. They will be raised from the Lufthansa Group's existing liquidity. MEF undertakes to contribute a further 250 million euros to the company. Under the terms of the transaction, the Lufthansa Group will assume responsibility for the joint operational management of ITA Airways upon closing. It will appoint the CEO and one additional of a total of five members of the Board of Directors.

The agreement provides for various options for the Lufthansa Group to increase its stake in ITA Airways or to acquire it outright. For the main options, the purchase price depends on the achievement of the targets jointly agreed with MEF for the development of ITA Airways' net debt and EBITDA. The MEF can sell its remaining shares to the Lufthansa Group in the medium term if the agreed financial targets for net debt and EBITDA are achieved.

The option mechanism reduces negative effects on the capital structure of the Lufthansa Group as far as possible, even in the event of a full takeover. The agreement also regulates the handling of any financial charges from legal disputes involving Alitalia.

The closing of the transaction after the contractual finalization remains subject in particular to regulatory approvals, especially by the European competition authority.

Responsible: Dennis Weber, Head of Investor Relations, +49 69 696 28000

1642341  25-May-2023 CET/CEST