Banca Cf+'s takeover bid on Banca Sistema starts, green light from the ECB and Bankitalia
There is supervisory authorisation for the direct and indirect acquisition of a controlling interest
Banca Cf+'s takeover bid on Banca Sistema starts. With reference to the voluntary full takeover and exchange offer on the ordinary shares of Banca Sistema, Banca Cf+ has obtained all prior authorisations.
Clearance from the European Central Bank
In a note, Banca Cf+ announced that it had obtained "from the European Central Bank, on 12 January 2026, authorisation for the direct and indirect acquisition of a controlling interest in the Issuer and from the Bank of Italy, on 13 January 2026, authorisation for the indirect acquisition of a controlling interest in Kruso Kapital and authorisation for the acquisition by the Offeror of direct and indirect interests which, in the aggregate, exceed 10% of the Offeror's consolidated banking group equity capital". It also obtained 'the authorisation for the amendments to the articles of association related to the increase of the share capital functional to the maintenance of the regulatory capital requirements, as well as to count the newly issued shares among the primary tier 1 capital instruments'.
With reference to the authorisation issued by the European Central Bank, Banca Cf+ specifies in the note that 'taking into account the non-agreed nature of the transaction, the same Supervisory Authority has prescribed that, in the event of completion of the Offer, Banca CF+ shall conduct a due diligence to determine the badwill deriving from the transaction within six months of its completion, to be certified by an auditing firm and to be transmitted without delay to the Bank of Italy. Following this, Banca Cf+ will also have to determine within the following month the possible adoption of consequent mitigation actions, if necessary'. The note adds: 'Following the issuance of these authorisations, all prior authorisations required by the sector's regulatory framework in relation to the Offer have been obtained. In light of the foregoing, the Offeror announces that the condition for the effectiveness of the Offer set forth in paragraph 1.5, point (i), of the communication published on 30 June 2025 pursuant to Article 102, paragraph 1, of Legislative Decree No. 58 of 24 February 1998 ('Tuf'), and Article 37 of the Issuers' Regulations (the 'Offeror's Communication') is to be considered fulfilled'.
