Banco Bpm rejects Unicredit’s offer. "Strong concerns about the employment consequences"

The board of directors of Banco Bpm rejects Unicredit’s offer and in a long note explains the reasons for its decision. Firstly, the Bank specifies that the offer “was not in any way previously agreed with the credit institution“. Without prejudice to the fact that “it will express its opinion on the offer with the timing, tools and methods established by law, from the analysis of the press release the Board of Directors unanimously notes at the outset and in the best interests of the shareholders, that the The offer indicates a unit consideration – entirely in shares – which reflects a premium of 0.5% compared to the official price of BBPM on November 22nd, and an implicit discount of 7.6% compared to yesterday’s official price”.

For the board of directors, the conditions are “completely unusual for transactions of this type and do not in any way reflect the profitability and further value creation potential for BBPM shareholders.”

The board of directors recalls that the market has recognized the group “with a strong execution capacity, outperforming the announced plan objectives and promoting important initiatives to strengthen the structure of the product factories”. Furthermore, the offer “exposes BBPM stakeholders to the risk associated with the outcome of the expansion initiatives launched by Unicredit in Germany, as well as a significant dilution of current geographic exposure which, instead of an attractive concentration of Banco Bpm in the most dynamic regions of the country and the Eurozone, would reposition itself on areas currently characterized by lower growth and greater geopolitical risk”. A possible merger would also cause the legal autonomy of BBPM, to the detriment of the brand and significantly reducing competition on the Italian banking market for both retail and corporate customers, in particular for SMEs, i.e. the productive fabric to which the Bank has historically addressed”.

From the point of view of the workforce, “the gross cost synergies estimated” by Unicredit “are equal to 900 million, i.e. more than one third of Banco’s cost base Bpm, raising strong concerns about the foreseeable repercussions on employment and social levels”. “Moreover – he adds, these synergies, like the revenue ones, are not valued at all in the conditions of the offer”. The application of the passivity rule for BBPM will affect furthermore “the strategic flexibility of the group, in particular with reference to the conditions of the public takeover offer promoted last November 6 by Banco Bpm Vita, a company entirely owned by the bank, on all the shares of Anima Holding and recently investment by the bank in the share capital of MPS, thus creating a situation of high uncertainty”.

Finally, the Bank remains “focused on the implementation of the 2023-2026 Plan, on the execution of the takeover bid for Anima and on the consequent update of the industrial plan, without neglecting any strategic option that can further contribute to the objective of creating value for shareholders and for all other stakeholders of the group”.