Banco Bpm’s board of directors rejected Unicredit’s offer and in a long note explained the reasons for its decision. Firstly, the Bank specifies that the offer “was in no way previously agreed with the credit institution”. Without prejudice to the fact that “it will express its opinion on the offer within the deadlines, tools and methods established by law, upon analysis of the statement, the Board of Directors unanimously finds, from the outset and in the best interests of shareholders, that the offer indicates a unitary consideration – entirely in shares – which reflects a premium of 0.5% in relation to the official BBPM price of November 22nd, and an implicit discount of 7.6% in relation to yesterday’s official price.” For the board of directors, the conditions are “completely unusual for operations of this type and do not in any way reflect the profitability and greater potential for creating value for BBPM shareholders”.
The board of directors recalls that the market has recognized the group “with a strong execution capacity, exceeding the announced plan objectives and promoting important initiatives to reinforce the structure of product factories”. Furthermore, the offer «exposes BBPM’s stakeholders to the risk linked to the outcome of the expansion initiatives launched by Unicredit in Germany, as well as to a significant dilution of the current geographic exposure which, instead of an attractive concentration of Banco Bpm in the most dynamics of the country and the euro zone, it would reposition itself in areas currently characterized by lower growth and greater geopolitical risk”. Furthermore, a possible merger would lead to the loss of BBPM’s legal autonomy, to the detriment of the brand and would reduce significantly competition in the Italian banking market, both for retail customers and for companies, in particular for SMEs, in other words, what the Bank has historically addressed.”
From the point of view of the workforce, “the estimated gross cost synergies” by Unicredit “are equal to 900 million, that is, more than a third of Banco Bpm’s cost base, raising strong concerns about the predictable repercussions at the labor and social”. . “Furthermore – he adds, these synergies, like revenue synergies, are not valued at all under the terms of the offer”. The application of the passivity rule to BBPM will also affect «the strategic flexibility of the group, particularly with regard to the conditions of the public takeover offer promoted on the 6th of November by Banco Bpm Vita, a company wholly owned by the bank, in its entirety of Anima Holding’s shares and the bank’s recent investment in the share capital of MPS, thus creating a situation of high uncertainty.” Finally, the Bank remains “focused on implementing the 2023-2026 Plan, on execution of the Tender Offer for Anima and the consequent update of the industrial plan, without neglecting any strategic option that could further contribute to the objective of creating value for shareholders and all other stakeholders of the group”.
Source: IL Tempo
Roy Brown is a renowned economist and author at The Nation View. He has a deep understanding of the global economy and its intricacies. He writes about a wide range of economic topics, including monetary policy, fiscal policy, international trade, and labor markets.
