Bper acquires 70 per cent of Popolare Sondrio, start of merger plan

Bper tightens its grip on Banca Popolare di Sondrio and secures the future merger. After the first phase of the public exchange and purchase offer (Opas), which ended with 58.15% of the capital, on the fourth day of the reopening of the terms of the offer, the adhesions reached 11.44%. Considering the 0.34% it already holds in its portfolio, Bper thus comes to hold 69.93% of the former Popolare Lombarda.

The final accounts of the Ops will only be made today, when the window for the reopening of the offer closes. However, having surpassed the two-thirds threshold, the Modenese bank obtains control of the extraordinary shareholders' meeting and is guaranteed the green light to start the merger process of the former popolare valtellinese. To tell the truth, having exceeded the threshold of 35% and then 50%, Bper already exercises management and coordination over the ex-popolare and thus has the helm of the bank on which it has launched the takeover bid: the announcement of this condition was made last Friday by the parent company and already this week there have been the first formal summit meetings between the two banks in Sondrio with a view to a dialogue that will become increasingly intense.

Reaching 66% of the capital allows Bper to make a breakthrough on the governance front, with the possibility of amending the bylaws and renewing the subsidiary's board of directors. It will be seen, however, what approach will be taken by Bper CEO Gianni Franco Papa, who together with Chairman Fabio Cerchiai and the bank's top management team led to the success of the operation, which immediately enjoyed the support of shareholder Unipol, led by Carlo Cimbri, who decisively backed the initiative with his stake in the capital of both banks. Realistically, there is a desire on Modena's part to adopt a soft approach, in order to avoid rips and manoeuvres that could be counterproductive. It is obvious, however, that the road to the merger remains marked out, in an operation that could take shape next year. On the other hand, the objective, as reiterated by Bper yesterday in a note, is to 'acquire the entire share capital' of the issuer and 'achieve delisting', so as to pursue 'fully' the objectives of integration and realise synergies. In any case, Bper intends to proceed with the merger "as soon as possible" and "even in the absence of delisting".

Decisive in unlocking the adhesion of the retail shareholder base - which represents about one third of Pop Sondrio's capital - was the decision of Bper's board of directors, at the beginning of July, to add a cash component equal to EUR 1 per share, in addition to the 1.45 Bper shares for each Sondrio share. A move that was expected but not taken for granted, and that won the favour of the small shareholders of the Valtellina bank.