February 27, 2025 | Financials | Europe | Active
On 6-Feb-25, Italy’s fourth-largest bank, BPER Banca, announced a voluntary public exchange offer for its smaller rival, Banca Popolare di Sondrio (“BP Sondrio”), adding to a series of recent public bank M&A in the country. The merger ratio is 1.450 BPER shares for each BP Sondrio share, implying an offer price of €9.527 per share based on the previous day’s closing prices – a 6.6% one-day takeover premium. Prior to completion, the companies can pay dividends corresponding to their FY’24 profits, where Bloomberg estimates that BP Sondrio and BPER will distribute €0.80 and €0.60 per share, respectively, both around May 2025. Any further dividends will lead to an adjustment to the ratio. BPER aims to acquire at least 50% of BP Sondrio shares to gain de jure control over the bank, but it can waive this if it secures at least 35% of the share capital. If it acquires more than 90% of BP Sondrio, it will not restore a free float sufficient for regular trading, and at 95% ownership, BPER will pursue a squeeze-out. The exchange offer’s effectiveness is conditional on: (i) antitrust approvals, (ii) a 50% + 1 BP Sondrio share minimum acceptance, (iii) no material change in BP Sondrio’s business, (iv) no transactions by BP Sondrio that could jeopardise the deal, (v) receipt of prior authorisations without conditions, (vi) no unfolding of material fact that could prevent the deal, and (vii) a customary MAC. BPER may waive any of the above in whole or in part, and, as stated above, BPER reserves the right to partially waive the minimum acceptance condition, provided it secures 35% + 1 BP Sondrio share, a threshold condition that can’t be waived. Additionally, the transaction requires BPER shareholder approval for a related capital increase and, as such, an EGM will be held on 18-Apr-25. BPER filed the offer document with Consob on 26-Feb-25 and has submitted all necessary applications to the ECB, the Bank of Italy, IVASS, and other relevant authorities. These approvals cover not only the direct acquisition of BP Sondrio but also the indirect acquisition of Banca della Nuova Terra, as well as the acquisitions of subsidiaries Factorit, Alba Leasing, Unione Fiduaciaria, and Polis SGR, alongside certain by-law amendments. Consob will approve the offer document only after receiving all required authorisations. Separately, BPER has submitted applications concerning (i) concentration control, (ii) “golden power” approval from the Italian government, (iii) FINMA’s approval for BP Sondrio’s Swiss subsidiary, and (iv) any other necessary regulatory clearances. The bank confirmed that it has also provided all required communications, requests, and pre-notifications to the competent authorities. The offer document will only be published when Consob approves it, potentially in ...
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