Unicredit ha filed with Consob the prospectus relating to theoffering voluntary exchange public (Ops) on all ordinary shares of Bpm bank. This can be read in an expected note issued after the stock exchange closed. The bank has submitted to the competent authorities the communications, requests and pre-notifications for the authorizations required for the offer.
Unicredit: offer for Banco Bpm in Consob
Unicredit recalls that the offer includes that for every 1.000 Bpm shares brought in adhesion to the offer will be offered in exchange 175 newly issued Unicredit ordinary shares. Based on the official price of its shares recorded at the closing on 22 November 2024 (the last trading day prior to the press release), the consideration expresses a monetary value equal to 6,657 and, therefore, incorporates a premium equal to 0,5% compared to the official price of Bpm shares recorded on 22 November 2024 (equal to 6,626 euros) and 14,8% compared to the official price of Bpm shares recorded on 6 November 2024 before the announcement of the public purchase offer of Banco Bpm Vita Spa, in concert with Bpm on all the ordinary shares of Anima Holding Spa.
Unicredit: Banco Bpm's defensive strategy
For its part, Piazza Meda is preparing the defensive strategy is should not be submitted before the annual accounts, that is, next February 7th. The options on the table are mainly two: a merger with Mps or percorso – reconstructs Bloomberg -sa stand-alone basis in which the level of remuneration for shareholders is raised. This is also thanks to the push linked to theSoul Acquisition, so as to convince the shareholders not to hand over their shares to Unicredit. Banco Bpm's discussions on possible countermeasures are in a preliminary phase and no decision has been made. As for the merger with Mps, with which there have been no contacts yet, the operation could only be born with the support of the management and strong shareholders of Monte. The timing would not be immediate: in the event that it were decided to proceed, the objective would be to reach a agreement by end of January so that it can be submitted to the Bank's shareholders before the meeting on 10 April, the date at which Unicredit will have to approve theincrease, equal to 13,9% of its capital, of new shares intended to be exchanged for those of Bpm.
Unicredit, Orcel: “Our offer to Banco Bpm shareholders is appropriate”
“We believe – said the CEO of Unicredit, Andrea Orcell, in the note in which the bank announces the filing with Consob – which the our offer to BPM shareholders is appropriate, as it carries a premium of around 15-20% compared to the BPM share price before it was positively impacted by the ongoing offer on Anima and further speculation regarding possible M&A operations”.
The CEO added that “based on last night’s closing price, Banco Bpm shares are trading at a premium of around 31% to UniCredit’s consensus 2025 P/E and at a premium of around 44% to UniCredit’s consensus 2026 P/E despite our belief that UniCredit has far superior resilience and diversification ahead of a challenging year and a total distribution yield of twice that”.
UniCredit – Orcel continues – “remains committed to maintaining its disciplined approach to M&A, according to which each transaction must demonstrate a strategic fit and meet or exceed our financial benchmarks: it must create value for our shareholders and be a preferable alternative to share buybacks. These benchmarks must be met for any transaction to be considered successful”.
“Our exchange offer gives Banco Bpm shareholders the opportunity to participate in value creation through the realization of efficiencies and synergies, while benefiting from a distribution yield twice as high in 2025, with the possibility of increasing this differential in the future”.
“UniCredit outperforms and we expect it to continue to outperform all its peers, thanks to a strong geographical diversification towards attractive countries, high quality revenues, superior operational and capital efficiency, as well as investment capacity, an unmatched capital position and the ability to navigate uncertain environments better than any other competitor”.
“We firmly believe in UniCredit’s strategy. A strategy that has delivered consistent results for 15 quarters. Our focus has always been on the implementation of our vision, our strategy and our plan. M&A transactions are a potential growth accelerator that adds value, but only if based on the right parameters”.
Last but not least, Orcel stressed that “given the solidity of our approach and the proposed premium and assuming a context that remains unchanged compared to the one existing at the time of the announcement of our offer, we therefore proceed with the proposed conditions. At the same time, we are in constant discussion with all stakeholders".
