The board of directors of the Popular of Sondrio “even considering congruous the financial consideration, based on the “fairness opinions” of BofA Securities and Morgan Stanley, believes that the evaluation ” of the bank by Bper “does not fully recognize its real value.”
This is stated in a note from the Valtellina institute at the end of the Board of Directors meeting which approved the press release.'ops promoted by Bper Banca, in view of thestart on June 16th, specifying that, from his point of view, the takeover bid does not recognize "the growth prospects and is not consistent with the nature and purposes" of the offer itself, "aimed at promoting a significant discontinuity" with the bank's stand-alone path and a consequent acquisition of control of Popolare Sondrio.
In a stock market that was already down (-1,46% in late morning) due to the Israeli attack on Iran, the title of the Popolare di Sondrio is at the bottom of the ranking, recording a -2,49% to 11,54 euros, rising after having marked a minimum in the morning at 11,40 euros.
The Valtellina board of directors recalls in the note that the announcement of the offer took place "before the presentation of the new 2025-2027 Industrial Plan of Bp Sondrio, for which the evaluation analysis conducted by Bper for the purposes of determining the consideration does not take into account these important elements“. While the valuation analysis conducted by Bper for the purpose of determining the consideration “is based on the estimates of a limited number of research analysts (consensus) and of limited informative value, whose projections have historically underestimated the results of Popolare di Sondrio, always higher than the consensus”.
Don't Value Synergies. Dilutive Dividend for Shareholders
So the prize which Bper declares to recognize to the shareholders "is very content, a case with rare precedents for operations of this type”, so much so that “from the date of announcement of the offer, the consideration has always remained at a discount compared to the market price” of Sondrio. The consideration, for the board, “does not adequately valorise the synergies that can be achieved through the aggregation declared by Bper and, above all, "in light of the marked difference in cash dividend pay-out ratio" between Sondrio and Bper, "the consideration appears to be dilutive for shareholders” of the Popular “in terms of expected dividend per share for the 2025 and expected cumulative dividends for the three-year period 2025-2027".
The merger and integration of Popolare Sondrio into Bper also present elements of “uncertainty Popolare Sondrio continues – and riskiness, taking into account the level of adhesion to the offer equal to 50% + 1 (Threshold Condition) and 35% + 1 (Minimum Threshold Condition) of the share capital of Sondrio. Furthermore, Bper has not prepared a combined business plan.
