Full Breakdown
Lufthansa Moves to Raise ITA Airways Stake to 90% as Full Takeover Plans Advance
5/12/2026, 9:09:06 PM
Core Development: Stake Increase and Integration Milestone
Lufthansa announced that it will exercise its option to increase its ownership of Italy’s ITA Airways from the 41% held since January 2025 to 90%. The decision was presented to shareholders in Frankfurt, where CEO Carsten Spohr described the move as following “the fastest operational airline integration in its history.”
Background: Existing Shareholding and Integration Context
Since January 2025, Lufthansa has maintained a 41% stake in ITA Airways, a partnership that has progressed through a series of integration steps. The current option exercise marks the next phase toward a full takeover, as outlined in a deal with the Italian state. The acquisition framework was formalized in a deal with the Italian state, which outlines the steps required for a full takeover of ITA Airways. Under the agreement, Lufthansa’s incremental increase to 90% is a prerequisite before any further acquisition of the remaining shares.
Key Stakeholders
- Carsten Spohr – Chief Executive Officer, Lufthansa
- ITA Airways – Italian flag carrier targeted for full acquisition
- Italian State – Partner in the takeover agreement
- Wolfgang Nickl – Chief Financial Officer, Bayer, supervisory board candidate
- Johannes Teyssen – Former chief of E.ON, supervisory board candidate and prospective chair
- Karl-Ludwig Kley – Outgoing supervisory board chair
Timeline of the Takeover Process
- January 2025 – Lufthansa holds 41% of ITA Airways.
- 2024 (Shareholders Meeting) – First in-person gathering in Frankfurt since 2019; option exercise announced.
- Second tranche – Fixed €325 million ($381 million) payment, slated for completion in Q1 2027 pending regulatory approval.
- 2028 (contingent) – Lufthansa may acquire the remaining 10% of ITA Airways.
Financial Terms and Competition Remedies
The second tranche of the acquisition will cost a fixed €325 million, with the transaction subject to regulatory clearance. As part of competition-law remedies, Lufthansa and ITA have already surrendered take-off and landing slots at Milan’s Linate and Rome’s Fiumicino airports. The €325 million payment, equivalent to $381 million, is a fixed amount that will be transferred upon regulatory clearance.
Official Statements & Responses
CEO Carsten Spohr emphasized that the option exercise follows what he termed the fastest operational integration of the two airlines. Lufthansa’s communications indicated that the €325 million tranche is a fixed commitment and that the company will seek the necessary approvals to finalize the 90% stake by early 2027. The airline also noted that the relinquishment of airport slots satisfies competition authorities.
Verbatim Quotes
> “CEO Carsten Spohr told shareholders in Frankfurt the group would exercise its option after what he called the fastest operational airline integration in its history.” — Carsten Spohr, CEO, Lufthansa
Supervisory Board Elections
The shareholders meeting also addressed supervisory board renewal. Candidates include Bayer CFO Wolfgang Nickl and former E.ON chief Johannes Teyssen, who is slated to become chair, succeeding Karl-Ludwig Kley, pending board approval.
What’s Next
Lufthansa must obtain regulatory approval for the €325 million tranche and complete the slot-surrender process. Assuming clearance, the company will hold a 90% stake by the first quarter of 2027 and may pursue the final 10% acquisition from 2028, completing its full takeover of ITA Airways.
