November 27, 2024 | Financials | Europe | Active
On 25-Nov-24, UniCredit announced a €10.1bn all-share voluntary public exchange offer to acquire rival Italian lender Banco BPM (Banca Popolare di Milano), proposing 0.175 UniCredit shares per BPM share. The offer consideration values BPM at €6.657 per share, reflecting a modest 0.5% premium to its prior closing price, but a 14.8% premium based on its 6-Nov-24 price before BPM bid €1.6bn for asset manager Anima Holding (ANIM IM). A two-thirds minimum acceptance condition has been set, but UniCredit reserves the right to partially waive this condition as long as it secures at least 50% + 1 share. The offer is definitive, but unsolicited, and UniCredit expects to complete the offer by June 2025. BPM’s board has rejected the offer, and in a 26-Nov-24 release affirmed that the offer does not reflect “in any way the underlying profitability and the additional potential for value creation for Banco BPM shareholders.” Per UniCredit’s public exchange offer notice, the merger ratio will be adjusted for any dividends distributed by either company: “if, prior to the payment date… the Issuer and/or the Offeror pay(s) a dividend to its/their shareholders,… the Consideration shall be adjusted to take into account the deduction of the dividend distributed from the BPM Reference Price and/or the UniCredit Reference Price used in its determination.” The offer requires UniCredit shareholder approval and several regulatory clearances; a UniCredit shareholder meeting has been scheduled for 10-Apr-25, following a 24-Nov-24 board resolution. UniCredit will file notifications with the ECB and the Bank of Italy to secure authorisation for acquiring direct control of BPM and indirect stakes in the target’s subsidiaries, Banca Akros, Banca Aletti, and others. Regulatory approvals are also needed from Italy’s insurance industry regulator, IVASS, and from the Central Bank of Ireland, alongside Consob’s approval of the offer document. Before submitting the offer document to Consob, UniCredit will file applications with antitrust regulators, the Prime Minister’s office, under the Framework on Foreign Subsidies Distorting the Internal Market (FSR), FINMA, and other relevant authorities. The deal also hinges on obtaining unnamed antitrust approvals. We note that BPM’s network of branches only ...
Contents
Please contact us to request access to this report.