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- Deal structure: Lufthansa will pay €325 million to raise its stake from 41% to 90%, with the Italian state retaining 10% initially. The transaction includes an option for Lufthansa to buy the remaining shares later.
- Strategic rationale: The acquisition would give Lufthansa full control over ITA’s route network, including its strong presence in Latin America and North Africa, and access to slot-constrained airports like Linate.
- Regulatory pathway: EU antitrust authorities are expected to scrutinise the deal, particularly on routes where Lufthansa and ITA overlap. Slot divestitures to competitors – such as in the Milan-Frankfurt or Rome-Paris markets – may be required.
- Financial implications: ITA Airways has struggled with profitability since its launch, but Lufthansa’s management expertise and network synergies could help reduce costs and improve load factors. The €325 million payment is modest relative to Lufthansa’s balance sheet, suggesting a manageable risk.
- Industry context: The consolidation trend reflects pressure on full-service carriers in Europe. IAG’s acquisition of Air Europa, Air France-KLM’s stake in SAS, and Lufthansa’s own previous moves all point toward a market where scale is increasingly vital for survival.
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Key Highlights
Lufthansa, one of Europe’s largest airline groups, confirmed its plan to expand its current minority holding in ITA Airways – the successor to Alitalia – to a 90% controlling stake. The €325 million transaction values the Italian carrier at approximately €1.4 billion on a post-closing basis, though the final enterprise value remains subject to adjustments.
The deal, announced on Tuesday, would see Lufthansa inject fresh capital into ITA Airways, with the remaining 10% initially retained by the Italian Ministry of Economy and Finance. Lufthansa has the option to acquire the residual stake at a later date, according to the company’s statement.
The acquisition requires approval from the European Commission under EU merger regulations. Lufthansa stressed that the transaction would be structured to address competition concerns, including possible concessions on take-off and landing slots at congested Italian airports such as Milan Linate and Rome Fiumicino.
ITA Airways was formed in 2021 after the dissolution of Alitalia and has since operated under state ownership while seeking a strategic partner. Lufthansa initially acquired a 41% minority stake in 2023, gaining operational influence but not full control.
The German carrier’s move comes amid a broader consolidation wave in European aviation, as legacy carriers seek scale to compete with low-cost rivals and long-haul players. Lufthansa already owns Austrian Airlines, Swiss, Brussels Airlines, and Eurowings, and has been active in expanding its network through partnerships and stakes in other carriers.
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Expert Insights
The transaction signals Lufthansa’s commitment to strengthening its position in the southern European market, a region where it has historically been less dominant compared to northern hubs. By taking control of ITA, Lufthansa would gain a direct foothold in Italy – one of Europe’s largest travel markets by passenger numbers – and could leverage ITA’s wide-body fleet for long-haul expansion.
However, challenges remain. ITA Airways has yet to deliver consistent operating profits since its inception, and integrating a separate airline brand into the Lufthansa Group’s complex multi-hub structure may prove logistically difficult. The carrier also operates a fleet that is partially leased and includes older Airbus models, which could require significant investment to modernise.
From a competition perspective, the European Commission’s recent decisions on airline mergers have been cautious, particularly regarding slot concentration at major hubs. Similar to the conditions imposed on IAG’s Aer Lingus and Air Europa cases, the Commission may demand that Lufthansa lease slots to low-cost carriers like Ryanair or easyJet to preserve market choice.
Investors and analysts are likely to view the deal as a logical, if incremental, step in Lufthansa’s broader network strategy. The relatively small deal size suggests that Lufthansa is not betting on a rapid turnaround but rather on long-term operational improvements that, combined with economies of scale, could contribute to group earnings within three to five years.
For ITA Airways itself, majority ownership by a financially stable, experienced network carrier may provide the stability needed to complete its restructuring and eventually return to profitability. Nonetheless, the path forward remains contingent on regulatory approval, and any delays or unexpected conditions could alter the timeline or terms of the deal.
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