Not convenient. Not congruent. It disadvantages the shareholders of Piazza Meda. And it undervalues the bank. In a word: no. According to the Bpm bank, the offer of Unicredit it's not good. Rejected by the board of directors, therefore, theops launched by the institute led by Andrea Orcell. Not only that. The value generated by the acquisition of Anima – the board of Banco Bpm further underlines – “could be diluted within Unicredit, putting the future development of the product factory at risk”. Added to this are the words pronounced by the CEO of Banco Bpm, Joseph Chestnut, according to which Piazza Meda “has a solid track record that allows the bank to bring more value to shareholders. We are facing a bank that does not increase its level. We will reach 50% of the commissions, while Unicredit will be around 42% and they are much more exposed to market volatility”. Hence the reiteration of the suggestion to the shareholders: “Given that this is a totally inadequate offer, we will continue to advise our shareholders not to join”.
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Banco Bpm: here's what the board of directors said about Unicredit's takeover bid
The board of directors of Banco Bpm has unanimously approved the "issuer's press release" on thevoluntary public exchange offer on all of its shares promoted by Unicredit. The board of directors "following a careful assessment of the terms and conditions described in the offer document published by Unicredit on 2 April and of the other available information, also taking into account the various elements highlighted in more detail in the issuer's press release, he considered the PTO not convenient and the consideration not appropriate“, we read in a note issued by the Bank itself.
The consideration envisaged by the takeover bid promoted by Unicredit “is completely unsatisfactory for shareholders of Banco Bpm, does not recognize the real value of the shares and penalizes the shareholders compared to the shareholders of Unicredit", he states in the press release the group led by Castagna.
Banco Bpm: incongruous consideration in Unicredit takeover bid
“Following a careful assessment of the available information and in light of multiple factors, the board of directors has concluded that the consideration is not appropriate from a financial point of view. This conclusion is supported, among the various factors considered, by the respective financial analyses conducted by Citi e Lazard, as financial advisors, and from their respective opinions”, adds Banco Bpm.
In particular, the group highlights the “failure to recognize a control bonus to Banco Bpm shareholders. The consideration, which incorporates a 0,5% premium compared to the share price on 22 November 2024 (the last trading day before the announcement of the takeover bid), does not substantially reflect any premium for control. This consideration is also valid by taking as a reference, as is standard practice in this type of operation, the average prices of Banco Bpm and Unicredit shares for different time horizons prior to the announcement of the takeover bid, which show extremely low premiums”, states the board of the institute.
“Furthermore, taking as a reference the point values of the official prices 6 months and 12 months before the announcement of the takeover bid, the consideration even reflects a discount compared to the price of the Banco Bpm share, at those dates, respectively equal to 3,4% and 15,3%. The substantial absence of a premium is not consistent with a transaction of this importance and is a case considered unprecedented for transactions of this type”, explains the note.
Citi and Lazard act as financial advisors to Banco Bpm and have provided their respective opinions to the board of directors, enclosed in the issuer's press release just approved, the bank underlines. The board of directors of Banco Bpm has also availed itself of the support of Intermonte, as financial advisor, and Legance – Avvocati Associati, as legal advisor.
Bpm: Unicredit's combined industrial plan is missing
What the Bank's board finds relevant in reiterating its no to Unicredit's takeover bid, therefore, is that Bpm shareholders "have neither a combined plan for Unicredit and Bpm nor a consolidated plan for Unicredit alone on which to base their assessments". And again: "As of the date of the issuer's press release", Unicredit "did not provide an updated strategic plan which takes into account forecasts and estimates inclusive of the entity resulting from the integration of Bpm and Anima” with Unicredit.
Furthermore, Unicredit's most recent medium-long term projections date back to 11 February 2025, when Unicredit "presented an update of the Ambition 2025-2027 estimates and the Guidance 2025". In these documents "Only a few financial targets are presented for the years 2025 to 2027 on a stand-alone basis, without a detailed description of specific actions to support the plan targets and without details on the evolution of regulatory capital and other economic-financial quantities”.
“Until the approval of a new combined industrial plan for Unicredit”, Bpm underlines, “shareholders will therefore be exposed to a further factor of uncertainty".
Banco Bpm, what President Tononi said
The board of directors "recognizes that Unicredit's offer undervalues our bank": says the president of Banco Bpm, Massimo Tononi, after the group's board of directors reiterated its opposition to Unicredit's takeover bid.The offer is financially inadequate and it is not fair to our shareholders,” added Tononi in the conference call with financial analysts after the approval of the issuer's press release by the board of directors of Banco Bpm.
Among the elements cited to reject Unicredit's takeover bid, there is the fact that Orcel's group intends to reduce "the contribution of Italian business", as already communicated during the presentation of the 2024 end-of-year results", while Bpm's strategic plan presented on 12 February 2025 foresees growth. With regard to Italy, Bpm highlights, Unicredit "has communicated that it foresees a decrease in net profit of 3% on average per year for the next three years and a reduction in the contribution to the group's net result from 45% in 2024 to 40% in 2027". On the contrary, Bpm's plan foresees "a further expansion of loans to customers in Italy". Furthermore, "it is not clear how Unicredit's aforementioned forecasts are reconciled with the requirement contained in the golden power provision regarding the maintenance of the loan/deposit ratio practiced by Bpm and Unicredit in Italy over the next 5 years and what impacts this requirement will have on the offeror's business".
Ultimately, Tononi continued, the board of directors of Banco Bpm believes that Unicredit “you substantially underestimate our value“. Still on the subject of the consideration, it is reiterated that, in light of the fact that the consideration favors Unicredit shareholders, transferring value to them from BPM shareholders, “the distribution of the value of any synergies is not fair and is unfavorable to BPM shareholders”.
Banco Bpm: “Anima’s Value Could Decrease in Unicredit”
The value generated by the acquisition of Anima – Banco Bpm also says – “could be diluted within Unicredit, placing future development at risk of the factory product”.
To date, "Unicredit has declared that it has not developed a strategic plan and has not clarified its future plans regarding Anima - the press release continues - it is recalled that Unicredit sold its asset management activities to Amundi while at the same time signing a partnership with the French group which is still in force”. It is not clear "how the purchase of Anima would be reconciled with the industrial project" of the Orcel group , in fact "the coexistence of Anima and the partnership with Amundi within Unicredit could determine an overlap in terms of product manufacturing at least in some areas, with a consequent potential dispersion of value, potentially giving rise to dissynergies with Anima's current distribution partners.
Banco Bpm reports that Unicredit "deemed it appropriate to set as one of the conditions of the takeover bid the fact that no changes were made to the Anima takeover bid by Bpm, pointing out that the determination of the consideration was made on the basis of the prices prior to the announcement of the transaction by Bpm. This uncertainty was not clarified by Unicredit even following the Golden Power provision". against the constraints of the Golden Power, we recall, Unicredit has decided to sharpen its weapons and give battle, perhaps even with an appeal to the TAR.
