One of the most anticipated operations in the banking game of risk started this morning, Monday 17 March: Banco Bpm's takeover bid on Anima which has the objective of creating "a national champion" of managed savings, as stated in the offer document, but also of taking Anima out of Piazza Affari with a delisting. The membership period will last 15 days e will end next April 4th.
In the morning, Anima shares are trading at 6,975 euros, just below the takeover price.
Banco Bpm takeover bid for Anima: the figures
Banco Bpm has in fact put on the table € 7 per share, a price revised upwards from the initial 6,2 euros per share after the approval of the meeting held on 28 February. However, there is a condition on the price: Soul must not distribute dividends before the payment scheduled for April 11, 2025. Otherwise, the consideration will be reduced by the amount of the dividend. Overall the operation is worth 1,78 billion of euros, with Piazza Meda having already transferred 2,28 billion to its subsidiary Vita.
Banco Bpm takeover bid for Anima: is 45% enough?
The effectiveness of the takeover bid is, or rather was, conditional on the achievement of a participation of at least 66,67% of Anima's capital, but the bank has reserved the right to waive this threshold, provided that it is reached a share equal to at least 45% plus one share. This is what is written in the offer document published after the green light from Consob. In the meeting of February 28th that approved the relaunch of the offer at 7 euros per share, the board of directors had in fact obtained from the shareholders the ok to be able to waive in whole or in part one or more of the conditions for the effectiveness of the takeover bid. Among them was precisely the achievement of the threshold of two thirds of Anima's capital.
According to Piazza Meda, a 45% plus one share stake by Anima, although not sufficient to approve a merger, would still allow the bank to pursue its integration plans and industrial strategies. “It is believed that the possible failure to implement the merger will not prevent the Achieving business goals of the offeror", states the offer document.
Doing some calculations, 45% should already be in the safe, considering the commitments to join already received from Poste Italiane (11,7%), Fsi (9,6%) and the top management of Anima (1,5%). Adding these shares to the 22% already owned by Banco Bpm, we arrive at 44,8%.
Banco Bpm takeover bid on Anima: eyes on Caltagirone
The eyes of the market are now focused on Caltagirone, which holds 7% of Anima and which has remained silent on the operation until now. Will it join the takeover bid or not? Many are convinced that in the end Caltagirone will also decide to participate, others instead believe that the decision could be part of a bigger game, which also involves the assembly of Generali scheduled for April 24th, in a do ut des with Andrea Orcell, which in the meantime has purchased 5,2% of Leone and which at the end of April will have to choose which side to take.
The Danish Compromise and Unicredit
In the meantime we are still waiting for theThe ECB's verdict on the implementation of the Danish Compromise, the rule that would allow Banco Bpm to mitigate the impact of the operation on its Cet1 ratio. After the meeting at the end of February, the CEO of Banco, Giuseppe Castagna, had stated: "We are waiting very calmly, we cannot dictate the timing to the regulators but we have been very transparent in stating the landing point of the capital both with and without the Danish Compromise". According to the calculations of Piazza Meda, in fact, the 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 on Anima.
But if it is true that the Eurotower's green light on the Danish Compromise will not affect the takeover bid, it could instead be fundamental for understanding what the Unicredit's decisions which before the Banco meeting had raised the possibility of withdrawing the 10,1 billion offer on Piazza Meda in the event of a relaunch and failure to use the capital benefit and which will meet the shareholders on March 27 to deliberate the capital increase functional to the total public exchange offer on Banco Bpm shares.
