Ubi Banca has officially communicated the green light for the merger by incorporation of Banca Adriatica and Carilo, the Cassa di Risparmio di Loreto.
Banca Tirrenica and Banca Federico del Vecchio are also included in the merger plan, but this second tranche of the operation will see the light at the end of November. Instead, for the merger of Banca Teatina we will have to wait until February 2018.
The merger of the three aforementioned merged companies will not produce any change in the number of shares and in the share capital of Ubi Banca, since these merged companies are held directly or indirectly 100% by Ubi Banca itself.
The effects towards third parties of the merger of Banca Adriatica and Carilo into Ubi Banca will take effect from 23 October 2017, while the accounting and tax effects of the merger have been effective since 1 October last.
Starting from 23 October, therefore, the share capital of Banca Adriatica and that of Carilo will be cancelled. Taking into account that Banca Adriatica is 100% owned by Ubi Banca, no Ubi Banca shares will be issued depending on the merger of this merged company.
Different story for Carilo: the merger will involve the issue of 40640 Ubi shares with regular dividend rights to be assigned in exchange for the 64 Carilo shares held by the sole minority shareholder. The exchange ratio will be 0,635 Ubi shares for each Carilo share. The operation provides for a related increase in the share capital of Ubi Banca for 101.600 euro. There are no cash adjustments at the time of the exchange.
Although it was only an official announcement (the news of the merger had already been anticipated for several weeks), the share of the fourth largest banking group by market capitalization opened the session down (-0,25% to 4,07 euros )..
The new Ubi Banca shares serving the Carilo merger will be made available from 23 October and, like those already in circulation at the time of their issue, will be centralized in dematerialized form at Monte Titoli SpA and listed on the managed electronic stock market by Borsa Italiana SpA.
With effect from 23 October, the by-laws of Ubi Banca will be amended in order to incorporate the new number of shares (1.144.285.146 shares) and the new amount of the share capital (2.843.177.160,24 euro) as a result of the merger by Carilo. No further amendments to the Ubi Banca by-laws are envisaged due to the merger of Banca Adriatica and Carilo.
