The new Banco Bpm group is born. The Board of Directors of Banco Popolare and the Management Board of Banca Popolare di Milano approved yesterday the merger plan "in the form of a joint-stock company, as well as the articles of association of the New Parent Company attached to the merger plan". The two banks announce it in a note.
As part of the transaction, Banco Popolare is expected to execute a capital strengthening operation for a total amount of 1 billion euro (on 10 May the Board of Directors resolved to increase the capital through the issue of shares to be offered as an option to those entitled). The shares are up sharply on the Stock Exchange: Banco Popolare shares at 4,53 euros, +3,47%; Bpm share 0,523 +2,95%.
NAME AND LOCATIONS OF THE NEW PARENT COMPANY
The name of the new banking company resulting from the Merger will be Banco BPM SpA. The new parent company will simultaneously carry out the function of bank and holding company with operational functions as well as coordination and unitary management of all the companies belonging to the group resulting from the Merger. The shares of the New Parent Company will be listed on the Mercato Telematico Azionario organized and managed by Borsa Italiana (MTA). The new parent company will have two headquarters, one in Verona and one in Milan. The registered office will be in Milan and the administrative office will be in Verona.
CORPORATE GOVERNANCE
Banco Bpm will adopt the traditional administration and control system, based on a board of directors and a board of statutory auditors. The first BoD will be made up of 19 members: 9 in Verona, 7 in Milan and 3 independent. The chairman of the board will be Carlo Fratta Pasini, the managing director will be Giuseppe Castagna and the deputy chairman will be Mauro Paoloni. Vice presidents will be Guido Castellotti and Maurizio Comoli. The other members of the Board Mario Anolli, Massimo Catizone, Rita Laura D'Ecclesia, Carlo Frascarolo, Paola Galbiati, Cristina Galeotti, Marisa Golo, Piero Lonardi, Giulio Pedrollo, Fabio Ravanelli, Pier Francesco Saviotti, Manuela Soffientini, Costanza Torricelli and Cristina Zucchetti .
An executive committee will be set up made up of 6 directors, including the managing director, the acting vice-president and the two vice presidents. The first president of the executive committee will be Pier Francesco Saviotti. For the Bpm there was a step backwards by the chairman of the Supervisory Board, Nicola Rossi.
EXCHANGE RATIOS
The respective administrative bodies of Banco Popolare and Bpm have agreed that, taking into account the respective contributions, the shareholders of Banco Popolare will be assigned 54,626% of the share capital of the new parent company in exchange, while the remaining 45,374% will go to the shareholders of Bpm.
