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Opa Creval, goodwill of 1,04 billion: here is the prospectus

Further loan adjustments possible – Offeror aims at merger even if delisting is impossible

Opa Creval, goodwill of 1,04 billion: here is the prospectus

The takeover bid of Credit Agricole on Valtellinese credit (Creval) will start on 30 March and will continue until 21th Aprilunless extended. The last go-ahead expected for the operation announced on 23 November, that of Consob, arrived on Monday evening. The offer is confirmed at 10,5 euros per share (to be paid on April 26). On Tuesday, at the beginning of the afternoon, Creval shares are worth 11,932 euros per share.

The purely theoretical and mathematical estimate of the badwill that would be generated by the acquisition of Credito Valtellinese is equal to 1,038 billion. Credit Agricole Italia writes it in the offer document, underlining that it is the simple difference between "the issuer's book equity as of December 31, 2020, equal to 1,774 billion and the overall and implicit valuation of the issuer based on the consideration" of the takeover bid, "equal to approximately 737 million".

This assessment, reads the document, "has in any case a limited informative value as it is destined to undergo adjustments (presumably, according to the bidder's assessments, in reduction) at the outcome of the due diligence process which may be conducted only after the completion of the offer”.

Furthermore, Credit Agricole Italia has announced that, following the "due diligence on the customer and credit portfolio" of Credito Valtellinese, there could "eventually emerge further credit adjustments not reflected in equity". This is what we read in the offer document.

Based on the 2020 financial statements data, the "preliminary assessments" of Credit Agricole "show that the cost of credit" of Creval "is lower than that of the main listed Italian banks considered comparable (71 basis points compared to an average of 91 basis points ), despite a ratio between gross impaired loans and total gross loans higher than the average of comparable banks (5,8% compared to an average of 5,6%)”.

Not only. Credit Agricole Italia "may waive, in whole or in part, one or more of the conditions of effectiveness (save, as regards the minimum threshold condition, the minimum threshold of 50% of the capital with voting rights plus one share of the issuer ), or modify them, in whole or in part".

Finally, “it is the bidder's intention, once the offer is concluded, to proceed with the fusion, both in the event that, as a result of the offer, Borsa Italiana orders the revocation of the shares from listing, and in the event that such revocation is not achieved. In both cases, the offeror intends to propose the merger to the competent corporate bodies of the issuer, and consequently start the related corporate procedure, as soon as possible after the conclusion of the offer, so that the merger can become reasonably effective within twelve or eighteen months from payment date”, scheduled for 26 April.

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