Banks, the Risiko 2025

Banks

UniCredit, the offer on BancoBpm starts: at the crossroads between relaunch and backtrack

The takeover bid kicks off on Monday, and Piazza Meda shareholders have until 23 June to take part. But Orcel is keeping his hands free: even when the operation is over, he may decide to back out. The weight of the ECB's no to the Danish Compromise and the Government's Golden Power

by Luca Davi

27 April 2025

Il palazzo Hall Unicredit in piazza Gae Aulenti. (ANSA / Matteo Bazzi)

4' min read

4' min read

After months of waiting, clashes, exposés (and counter-exposés), UniCredit's public exchange offer on BancoBpm lands on the market. Starting tomorrow, BancoBpm shareholders will be able to exchange one Bpm share for 0.175 newly issued UniCredit ordinary shares, which will become 0.166 after the dividend detachment by both banks. There will be time to subscribe until 23 June, unless further extensions to 30 June (for exceptional reasons). Then the numbers will be tallied. And it will be seen whether adhesions, as set by UniCredit, will have reached 66% of BancoBpm's capital. Or, in the extreme case, even 50% plus one share, if Piazza Gae Aulenti deems this sufficient, thus making the Ops and the union between the two banks effective. Otherwise, the Ops will lapse and the two banks will continue to have separate destinies.

The anomalous aspect of one of the most tormented Ops in the history of the Italian stock market is that until the last minute (and beyond) the bank of piazza Gae Aulenti will keep its hands free for every hypothesis: either to make hypothetical raises (and in that case the deadline is 21 June), or to withdraw. And in the latter case, any move is possible even after the Ops have ended, that is until 30 June (unless extended), the day before the payment date set for 1 July.

If the takeover bid looks so uncertain, it is also due to the fulfilment of certain conditions allowing UniCredit to back out, starting with the price increase (from EUR 6.2 to EUR 7) of the takeover bid that BancoBpm had launched to acquire 100% of the capital of Anima Sgr.

Looking at it from the market side, as of today Bpm's price remains above the Ops, which makes it unprofitable for shareholders to join. However, it remains to be seen how the two stocks will perform in the coming weeks. An important crossroads for imagining the continuation of the Ops is represented by the presentation of the two groups' first-quarter accounts and the relative market response: both banks have scheduled their accounts for 7 May, at which time investors will analyse the results and their respective guidance (and their credibility) even in a scenario that is expected to be complicated, given the current economic situation.

The 'prey' BancoBpm

For its part, BancoBpm has already given its verdict on the Ops. And it is, of course, a rejection without appeal. 'UniCredit's offer is not congruous, it is totally inadequate and incorrect' because it 'undervalues our bank', the institute said in the days in the context of its judgement on the ongoing Ops. For Piazza Meda, there are several reasons for advising shareholders not to sell to Unicredit. They range from the 'absence' of a premium for control - given that the offer envisages a premium of 0.5% over the BPM share price on the eve of the announcement - to the 'financial penalisation and transfer of value' to the detriment of BPM shareholders. Piazza Meda pointed out that in the event of a merger, its shareholders would be entitled to 14% of the combined entity's net profits, while Bpm would contribute 18% of the combined entity. By 2027, 0.45 billion would be missing in terms of net profits, which would instead be forecast in the business plan by Bpm in a stand-alone scenario. And so too, on the synergies front, in the event of a merger there would be net benefits to be rebalanced, Bpm says, because they would be judged to benefit UniCredit shareholders.

UniCredit's vision

It is realistic that UniCredit for its part will respond to BPM later, with timing and manner to be deemed appropriate. In part, however, the bidder's reasons are known. "We are offering a price that incorporates a premium of at least 15% over Bpm's share price before the announcement of the offer on Anima," CEO Andrea Orcel had said at the shareholders' meeting in March. And after the ECB's 'no' to the application of the Danish Compromise on Anima, the operation became much more onerous in terms of capital consumption. According to UniCredit, Piazza Meda post-Anima will see its Cet1 reduced by 286 basis points (and one billion less in terms of value distribution to shareholders), and this therefore reduces the likelihood of any raises on the price. To this far from easy scenario has been added in recent days the unknown of the stakes imposed by the government with the Golden Power procedure. Conditions branded 'illegitimate and unfair' by the bank, which made the whole operation more difficult. The dialogue with the government has begun and we will see what the outcome will be. It is not excluded that in the coming weeks the measure will be challenged before the TAR, but this would signal an escalation in tensions with the government. And it would not bode well for the outcome of the Antitrust investigation, the last piece of evidence (together with the DgComp, due on 4 June) that is still missing from the appeal. That is why the words recently uttered by Andrea Orcel remain alive: 'The operation must make sense from the point of view of value creation, otherwise we will not do it'.