Here we are. Today, Friday 28 February, the ordinary meeting of Banco Bpm will express itself on relaunch of the takeover bid price on Anima from 6,2 to 7 euros per share and on the possibility of "waiving in whole or in part one or more of the conditions of effectiveness set out in the offer", first and foremost the Danish compromise. Decisions that could impact the entire Italian banking risk, involving not only Banco Bpm and Anima, but also Unicredit which in turn has launched a takeover bid of over 10 billion on Piazza Meda and which, precisely by virtue of the choices of the Banco's shareholders, could dramatically modify its plans during the process, aiming its claws at generals. But the last minute surprise is the presence of Deutsche Bank in the capital of Banco Bpm with a 5,1% share on behalf of clients (which ones?).
How to get to the Banco Bpm meeting
The bank led by Giuseppe Castagna has in its hands 22,38% of Anima's capital. The shareholder base of the savings management company also includes – in order – Poste Italiane with 11,95%, Fsi Sgr with 9,77% and Caltagirone with 5,3%. Last November 7, Banco Bpm launched a voluntary takeover bid on the savings management company financed entirely in cash and managed through Banco Bpm Vita, for a total commitment of approximately 1,5 billion euros. The operation is, at least until now, tied to two crucial conditions: the achievement of at least 66,67% of the actions of Anima el'application of the Danish Compromise, a European rule that would allow the group to limit the impact of the acquisition on its CET1 Ratio to just 30 basis points. In the meantime, in December the green light arrived from the Antitrust and the government announced that it will not exercise the golden power.
I am basically two reasons which pushed the board of Popolare di Milano to propose to the meeting to increase the price of the offer on Anima from 6,2 to 7 euros per share. First of all, from the very first moment, the value of the shares of the savings management company rose well above that of the takeover bid (today it is at 6,9 euros), effectively transforming the premium (8,5% on the day before the offer and 24,9% on the previous 6 months) into a discount. Secondly, the increase could help the bank defend itself from the assault of Unicredit, raising the stakes for Piazza Gae Aulenti.
In this context, in the event of the assembly giving the green light to the relaunch, Banco Bpm would also obtain the adhesion of Poste and Fsi to the offer on Anima, reaching a holding of over 43% of the savings management company (22,38 of Piazza Meda plus 11,95 of Poste and 9,77 of Fsi). Adding also the 1,5% of the top managers of Anima who have committed to underwriting the takeover bid, would reach 44,8% in total. “It is believed that” Banco Bpm's programs on Anima “could be implemented even if shares are brought to the offer which, taking into account the stake already held by the bank in Anima, allow the offeror to come to hold a share equal to at least 45% plus one share of the share capital of Anima”, writes the Piazza Meda institute in the supplementary note to the explanatory report prepared for the meeting.
Banco Bpm meeting towards green light for relaunch
The passivity rule triggered by Unicredit's takeover bid for Banco Bpm requires Piazza Meda to pass through the assembly to obtain the green light for the relaunch of Anima. And, according to expectations, it is very likely that the members will agree, with percentages that are also quite high. Davide Leone, who holds 5,47% of Banco Bpm's capital, and the two proxy advisors Iss and Glass Lewis have already sided in favor of the increase and it is very likely that their opinion will influence the institutional vote, pushing them to vote yes. It remains to be seen what he will do Agricultural credit, first shareholder of the Bank with 9,18%. Second Il Sole 24 Ore , it is possible that the French will decide not to participate, thus lowering the quorum. For the relaunch to pass, a simple majority of 50% +1, an achievable level, considering that in the last Banco Bpm meetings the turnout has been between 56% and 60%. To obtain the green light, the ok of 30-35% of the shareholders will therefore be sufficient.
Banco Bpm's reassurances before the meeting
On the eve of the meeting, Banco Bpm announced that "the term is not yet known within which the ECB's feedback will be obtained" on the application of the Danish compromise in the takeover bid for Anima "and it cannot be excluded that this will happen later at the end of the membership period of the offer”. This is what can be read in the supplementary note, published at the request of Consob, to the explanatory report prepared for the meeting.
Piazza Meda also announces that it has addressed directly to the EBA to obtain clarifications "on the prudential treatment to be applied in this case". The ECB's decision, the institute underlines, "does not fall within the context of an authorisation procedure governed by the legislation, therefore it is not possible to express an opinion on the timing and stage of progress of the same which depends on the assessments, still in progress as of today, by the ECB", which has also requested the intervention of the EBA and has already communicated to the bank that the timing of the decision will depend on the feedback from the EBA. In any case, the Bank reiterates, Cet 1 at 30 June 2025 "is estimated in the 13-13,5% area” even without the application of the Danish Compromise to the takeover bid for Anima.
What will Unicredit do if the relaunch is approved?
“An increase in the price of the Anima Opa and the renunciation (in whole or in part) of the conditions of the Anima Opa or even just one of them, could determine the termination or ineffectiveness of the Offer”, of exchange for the acquisition of the Bank by Unicredit, the bank led by Andrea Orcel wrote in black and white in a letter sent last week to the members of Piazza Meda. The warning is clear: the relaunch on Anima could push Unicredit to withdraw the ops launched last November. A sensational move that could hit the entire country like an earthquake. Italian banking risk. As already written by FIRSTonline, in fact, a step back on Banco Bpm could push CEO Andrea Orcel to direct his gaze towards other objectives. Which ones? The Generals, for example, of which Unicredit already owns 5,22%. A move that would directly impact not only the plans of Caltagirone and Delfin in view of the assembly of the Lion (which should be brought forward from May 8th to April 24th), but also on those of Monte dei Paschi, which launched a 13,3 billion takeover bid on Mediobanca and which, together with the Treasury, sees Piazzetta Cuccia as a preferential route to directly reach Generali.
There is, however, another possibility on the table, namely a further Unicredit relaunch on Banco Bpm. What is certain is that the meeting scheduled for Friday, February 28 will represent a decisive moment for the ongoing financial restructuring. It will be fun.
