Il bank risk does not fail to give us surprises continuously. Yesterday it was the turn of Bper take to the field, under the direction of Unipol, and launch a voluntary public exchange offer on the Banca Popolare di Sondrio, which has just presented excellent balance sheet results. The offer of the Modena bank aims to acquire a stake in the Valtellina bank of more than 50% but would also be satisfied with a share of over 35% of the share capital. The Emilian takeover bid is worth 4,3 billion euros and includes a premium of 6,6% as the shares of the Lombard bank are valued at an implicit price of 9,53 euros compared to the current 9,27 euros. Closing of the operation? By 2025.
Bper, Ops on Popolare di Sondrio: the details
Bper imagines synergies between the two institutions for 290 million euro and integration costs of 400 million. It should be remembered that both Bper and Popolare di Sondrio have as Relative majority shareholder Unipol, which is the real one director of the operation between the two banks.
“The business combination – explains an official note from Bper – will consolidate the position of the new group as one of the main banking operators in Italy, with a strong presence in the regions with the greatest economic development of Italy for the creation of a stronger and more resilient group serving families, private customers, SMEs, corporate customers, with significant growth of the new banking reality as a result of revenue and cost synergies, facilitated by a complementarity of business, of franchise and distribution networks”. Furthermore, according to Bper, “the new group will be able to benefit from significant value creation for shareholders with high profitability (expected ROTE close to 15%) and strong capital strength (expected CET1 ratio above 15%), with an average pay-out ratio of 75%, a significant improvement for Banca Popolate di Sondrio shareholders.
The state of health of the Valtellina bank is certified by the preliminary results for 2024 approved yesterday by the board of directors, which record one of the best performances in the history of the institute with a profit of 574,9 million (+24%), a Roe of 16,1%, a unit dividend of 0,80 euros with a pay-out further increasing to 63%.
Bper, what CEO Papa said: "Not a hostile offer"
Bper has decided to launch an offer on Banca Popolare di Sondrio, interrupting the path stand alone which he had indicated to the market with his industrial plan, because the Banking risk is changing the competitive landscape in Italy, creating “stronger banks” and therefore “we had to move” in order to “protect our position”. This was stated by the CEO of Bper, Gianni Franco Pope, explaining the reasons that pushed Bper to launch an offer on Banca Popolare di Sondrio. “The real push to act is that we saw all these transitions coming that will create stronger banks and so we had to move”.
And so, “we decided to launch an offer because there was no possibility of reaching an agreed settlement with the other bank. It would have been easier but we did not see this possibility” with Popolare di Sondrio, Papa said in a conference call with analysts. “Obviously if we go this way”, with an offer not agreed upon, it is because “there are no other ways”. Asked about the contacts with the Sondrio board, Papa said that “we have informed the CEO (Mario Pedranzini, ed) that we were moving in this direction, it is not an agreed operation - It reaffirmed - but we don't consider it hostile".
Bper, Pope: “Ready for coupon increase”
“If we achieve better results than expected, we could increase the dividend“, continued Papa. “We are open to increasing the pay-out by 75% in the presence of better results,” explained Papa, underlining the desire to remunerate its shareholders and recalling that this year the coupon has doubled. Asked about the buyback, Papa excludes it: "we think that the dividend is the best way to remunerate the shareholders and we do not foresee share buyback". The CEO also specified that the 2027 profit estimate “it is conservative.”
Bper, here's what the stock market says
Bfor in sharp decline, during the day, at Piazza Affari and Pop Sondrio in sustained rise: it follows that the stock market prices have already become misaligned from the exchange proposed by the Emilian institute for the aggregation with the Valtellina one. In detail, around 17 am, Pop Sondrio shares rose by 5,66% to 9,795 euros, those of Bper slipped by 7,4% to 6,38 euros. The exchange rate between the stock market values stands at 1,5, against 1,45 put on the table.
Pop Sondrio capitalizes 4,493 billion euros, while yesterday an offer of 4,3 billion euros was announced. At yesterday's closing prices, the announced exchange rate for the merger presupposed a premium of approximately 6,6% to 9,527 euros and 10,3% compared to the weighted average of the last three months. On the other hand, with today's movements Ops is no longer at a premium.
Pop Sondrio: “Unsolicited and unconventional offer”
Banca Popolare di Sondrio has “taken note” of the takeover bid launched by Bper and Board of Directors called next Tuesday, February 11th, "to start the activities within its competence in the interest of all shareholders and stakeholders". This is what is written in a note in which the institute also reiterates that Bper's offer "was not in no way solicited, nor previously agreed upon".
(Last update: 17.12 on 7 February).
