The board of Bpm bank rejects the offer of Unicredit and in a long note, explains the reasons for its decision. First, the bank specifies that the offer “has not been previously agreed in any way with the credit institution”. Without prejudice to the fact that “it will express its opinion on the offer with the timing, tools and according to the methods provided by law, from the analysis of the press release the board of directors unanimously notes preliminarily and in the best interest of the shareholders, that the offer indicates a unit consideration – entirely in shares – which reflects a 0,5% premium compared to the official price of Banco Bpm on November 22nd, is one implicit discount of 7,6% compared to yesterday's official price".
Banco Bpm, here's why the board of directors rejects Unicredit's takeover bid
For the board of directors, the conditions are "completely unusual for operations of this type and do not in any way reflect the profitability and further potential for value creation for Banco Bpm shareholders".
The board of directors recalls that the market has recognized the group's "strong execution capacity, outperforming the announced plan objectives and promoting important initiatives to strengthen the structure of the product factories".
Furthermore, the offer “exposes Banco Bpm stakeholders to the uncertainty associated with the outcome of the expansion initiatives launched by Unicredit in Germany, as well as to a significant dilution of the current geographic exposure which, instead of an attractive concentration of Banco Bpm in the most dynamic regions of the country and the Eurozone, would be repositioned in areas currently characterized by lower growth and greater geopolitical risk”.
Banco Bpm, the board of directors: "With the merger, legal autonomy would be lost"
Furthermore, a possible merger would “eliminate thelegal autonomy of Banco Bpm, to the detriment of the brand and significantly reducing competition on the Italian banking market for both retail and corporate customers, in particular for SMEs, the productive fabric to which the Bank has historically addressed itself”.
From the workforce point of view, “the estimated gross cost synergies” by Unicredit “are equal to 900 million, that is, more than a third of Banco Bpm's cost base, raising serious concerns about the foreseeable employment and social implications“. “Moreover – he adds – these synergies, like those of revenue, are not valued at all in the conditions of the offer”. The application of the passivity rule for Banco Bpm will also condition “the strategic flexibility of the group, in particular with reference to the conditions of the public purchase offer promoted last November 6 by Banco Bpm Vita, a company wholly owned by the bank, on all the shares of Anima Holding and recently invested by the bank in the share capital of Mps, thus determining a framework of high uncertainty”.
The bank finally remains "focused on the implementation of the 2023-2026 Plan, on the execution of the takeover bid on Anima and on the consequent updating of the industrial plan, without neglecting any strategic option that can further contribute to the objective of creating value for shareholders and for all other stakeholders of the group".
