Banks

BancoBpm rejects UniCredit's offer: 'Not convenient'

Piazza Meda reiterates its no to the Ops: 'the consideration is not congruous'

by Finance Review

BPM PIAZZA MEDA SEDE BANCA POPOLARE DI MILANO

2' min read

2' min read

A new no to UniCredit. Banco Bpm's board of directors unanimously approved the 'issuer's statement' on the voluntary takeover bid for all its shares promoted by the bank led by Andrea Orcel. The board of directors 'following a careful evaluation of the terms and conditions described in the offer document published by Unicredit on 2 April last and of the other information available, also taking into account the various elements highlighted more fully in the issuer's communiqué, has deemed the takeover bid to be unsuitable and the price not congruous,' reads the note issued by the Piazza Meda-based institution.

"Shareholders penalised"

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In its statement, Banco Bpm reiterates once again how the consideration envisaged by the Offer promoted by Unicredit "is totally unsatisfactory for BancoBpm shareholders, does not recognise the real value of the shares and penalises the shareholders with respect to Unicredit shareholders". This conclusion "is supported, among the various factors considered, by the respective financial analyses conducted by Citi and Lazard, in their capacity as financial advisors, and by their respective opinions," the institution stressed, highlighting the "failure to recognise a premium for control to BancoBpm shareholders.

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The bank led by Giuseppe Castagna goes on to emphasise that "the substantial absence of a premium is not consistent with a transaction of this significance and is considered unprecedented for operations of this type". On the contrary, the offer, according to BancoBpm's board of directors, favours UniCredit's shareholders because "the consideration implies an allocation to Bpm shareholders of a total stake in the combined entity of around 14% (on an ex-dividend basis), a percentage that does not reflect Bpm's contribution to the combined entity's expected 2027 net profit (around 18%)".

Tononi: 'Bank undervalued'

The board of directors 'recognises that Unicredit's offer undervalues our bank,' Banco Bpm chairman Massimo Tononi said in a call with analysts at the end of the board meeting, calling the offer 'financially inadequate and not fair to our shareholders'.

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