MILAN (ITALPRESS) – Banco Bpm’s Board of Directors has taken note of UniCredit’s communication on the voluntary public exchange offer on all shares, which “has not been agreed in any way in advance with the bank. Without prejudice to the fact that Banco Bpm will express its opinion with the timing, instruments and in the manner required by law, an analysis of the communiqué notes, on a preliminary basis and in the best interest of the shareholders, that the offer indicates a unit consideration – entirely in shares – that reflects a premium of 0.5 percent over BBpm’s official price on November 22, and an implied discount of 7.6 percent over yesterday’s official price.
These conditions are entirely unusual for transactions of this type and, in the BoD’s opinion, in no way reflect the profitability and further potential for value creation for Banco Bpm shareholders,” a note said. According to the BoD, “In recent years, in fact, the market has recognized Banco Bpm’s strong execution capacity, outperforming the announced plan targets and promoting important initiatives to strengthen the structure of the product factories. These operations have made it possible to create value for shareholders and all other stakeholders, significantly strengthening the Bank’s competitive positioning, which today ranks among the players with the best growth prospects in the current market scenario, in a position to extract from the product factories an even greater contribution in the future, while reducing its exposure to the risk of interest rate reductions. The offer, moreover, exposes Banco Bpm’s stakeholders to the risk associated with the outcome of the expansion initiatives launched by UniCredit in Germany as well as to a significant dilution of Banco Bpm’s current geographic exposure, which, in place of an attractive concentration of Banco Bpm in the most dynamic regions of the country and the Eurozone, would be repositioned in areas now characterized by lower growth and greater geopolitical risk. At the same time, the communiqué indicates that, in the shortest possible time, the merger between the two banks is planned, thus making Banco Bpm’s legal autonomy disappear at the expense of the brand. Significantly reducing competition in the Italian banking market for both retail and corporate customers, particularly for SMEs i.e. the productive fabric that the bank historically caters to. Finally, the estimated gross cost synergies are reportedly 900 million, or more than one-third of Banco Bpm’s cost base, raising serious concerns about the foreseeable repercussions at the employment and social level. Moreover, these synergies, like the revenue synergies, are not valued at all in the terms of the offer. In addition to these considerations, it should be noted that the promotion of the offer entails the effect of subjecting Banco Bpm to the passivity rule; this will condition the group’s strategic flexibility, particularly with reference to the conditions of the takeover bid promoted last November 6 by Banco Bpm Vita, a company wholly owned by the Bank, on the entirety of Anima Holding shares and to the recent investment by the Bank in the share capital of Banca Monte dei Paschi di Siena, thus determining a framework of high uncertainty. The management’s room for maneuver on an autonomous basis is therefore limited, as in recent years it has demonstrated a strong track-record in terms of organic growth and extraordinary initiatives by successfully carrying out, and without requesting capital from the market, operations such as the integration between Bpm and Banco Popolare, the de-risking of the credit portfolio, the reorganization of bancassurance, the partnership in monetics and, finally, the operations on Anima and Banca Monte dei Paschi di Siena. The bank remains focused on the implementation of the 2023-2026 plan, the execution of the Opa on Anima and the subsequent update of the business plan, not neglecting any strategic options that can further contribute to the goal of creating value for shareholders and all other stakeholders of the Banco Bpm group,” the note concludes.
(ITALPRESS).
-Photo: Agenzia Fotogramma-
Banco Bpm, for BoD Unicredit offer does not reflect potential
