Public exchange offer: mechanism and benefits for Unicredit and Banco Bpm shareholders
It is a financial transaction whose main objective is to acquire control of the company. The Opsc is a financial transaction that allows the acquisition of additional shares without affecting the company's liquidity. Find out how it works and who benefits
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Key points
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A public exchange offer (Opsc) - as indicated on the Borsa Italiana website - is a particular type of takeover bid characterised by the fact that the payment for the securities acquired is made through the delivery of other financial instruments.
The purposes
.Through the Public Exchange Offer the offering company publicly proposes to the shareholders to exchange its shares for other shares. This is a financial transaction that is basically done for these reasons: 1) to further expand the company by acquiring control of the target company; 2) to merge the two companies, to enter new business sectors; 3) to increase shareholder value. Since, unlike the takeover bid, the takeover bid is not made by offering sums of money, corporate liquidity is not affected.
Regulatory sources
.According to a paper by the University of Salento with respect to regulatory sources, there are three fundamental steps. Before the introduction of the Testo Unico della Finanza (Tuf), Opa/Opsc were subject to the general discipline on solicitation of public savings (Law 216/74); from 1992 to the introduction of the Tuf (Law 58/98) a special regime was added (Law 149/1992) for Opa/Opsc involving listed securities with voting rights. There is then a third phase that with the Tuf rationalises and innovates the previous discipline. The regulatory framework is completed with the Regulation on Issuers adopted by Consob (Reg. 11971/1999).
