Bpm bank opens the Italian financial "risk" game with avoluntary takeover bid on Anima Holding, at 6,2 euros per share to bring it to delisting. The offer, aimed at acquiring at least 66,7% of the capital, will be financed entirely in cash and managed through Banco Bpm Vita, for a total commitment of approximately 1,5 billion euros. The price includes a premium of 24,9% on the average prices of the last six months and 8,5% compared to last Tuesday's closing. The goal? To bring the group's insurance division "home", through Banco Bpm Vita, to integrate the company into a new 220 billion financial conglomerate of masses in the insurance and asset management sector, out of a total of 390 billion in financial assets. The announcement came after the stock market closed and the publication of quarterly accounts.
The conditions and structure of the operation
The operation is subject to two conditions crucial: the achievement of at least 66,67% of Anima shares and the possibility of applying the Danish compromise, a banking regulation that would allow the group to limit the impact of the acquisition on its CET1 Ratio to just 30 basis points. If approved, this acquisition would project Banco Bpm to the top of managed savings in Italy, in a strategy aimed at countering the erosion of interest margins due to the fall in ECB rates. As suggested in a Mediobanca report, this integration is, in fact, a move that follows the Intesa Sanpaolo model: creating "internal factories" of managed savings and insurance allows banks to retain more commissions and strengthen their revenue structure.
A “friendly” offer with deep roots
Banco Bpm and Anima are not strangers: the collaboration between the two companies it lasts over 15 years and has led Banco Bpm to already hold 22,4% of Anima's capital. For this reason, the CEO Joseph Chestnut he defined the takeover bid as “friendly”, underlining that Anima, led by CEO Alessandro Melzi d'Eril and chaired by Patrizia Grieco, will be able to continue its growth path in full continuity.
The shareholders of the Milanese bank are particularly in favour of the operation, which promises to make growing up le expectations of performances of the group. The Red (Return on Tangible Equity) of Banco Bpm, in fact, is expected to increase from 13,5% to 17% by 2026. The offer also has a significant impact on the solvency capital, equal to approximately 2 billion euros, but Castagna has guaranteed that it will be compensated by an equal capital increase.
The other significant shareholders of Anima – including Poste Italiane (with just under 12%), FSI (9,77%) and Francesco Gaetano Caltagirone (3,46%) – were not caught off guard and, indeed, some have already expressed favorable opinions. For Poste, the offer could bring in around 238 million, while FSI could collect 193 million and Caltagirone 69 million.
A blow in defense of Anima's Italianness
Another reason, perhaps less declared, concerns the maintaining the Italianness of Anima, increasingly courted by international investors, including the rumored French giant Amundi, which is controlled by Crédit Agricole, the largest shareholder of Banco Bpm with 9,18%. For Castagna, placing Anima under the Banco's umbrella is a way to shield the company from potential foreign takeover attempts, while maintaining firm control of Italian managed savings.
A possible bridge to MPS?
There is another interesting piece in this banking chess game: the strategic partnership between Anima and Montepaschi di Siena (Mps), one of Anima's main client banks, which represents 16% of Anima's retail assets and with which the group has a contract until 2030. If Banco Bpm obtains control of the savings management company (the operation should obtain Consob approval in March), the collaboration with Mps could become the key to a new strategy: the Treasury is in fact looking for an industrial partner to privatize the Sienese bank, and Banco Bpm could decide to apply for this strategic role.
