The relaunch of Intesa Sanpaolo – with the 650 million cash proposed in addition to the public exchange offer – is not enough for Ubi Banca. And the banking group remains opposed to the Ops launched by Carlo Messina.
This was stated in a Ubi press release, released late Thursday evening, in which the Board reviews the recent news regarding the Offer which is in progress and which remains open until 28 July. The confirmation of the veto also takes into account the Antitrust response which gave the green light to the operation, judging it compatible with maintaining competition on the market provided Intesa sells 500 branches.
Here are the four points on which Ubi Banca focuses its attention to confirm that "the new elements are not such as to overcome all the concluding considerations expressed by the Board of Directors of UBI Banca" in the press release published on 3rd July 2020:
- The Increased Consideration expresses a valuation of UBI Banca which does not yet reflect its real value and does not give UBI Banca Shareholders: (I) the contribution made to the overall value of the combined entity; is (Ii) an adequate value of the synergies envisaged by ISP.
- The Offer continues to place on the shareholders of UBI Banca a large part of the risks connected with the achievement of the Strategic Objectives of the Transaction defined by ISP. The Increased Consideration, although increased through the Cash Component, does not adequately remunerate these risks, moreover as there is still an unfavorable allocation of value and synergies to the Shareholders of UBI Banca given that the Component in ISP Shares will remain unchanged.
- Furthermore, the assessments conducted with the support of the Financial Advisors show that the Increased Consideration expresses, as at 21 July 2020, an implicit exchange rate of 2,00x, still lower than both the average and the median of the exchange rates resulting from the application of the methodologies used by the Board of Directors equal, respectively, to 2,40x and 2,27x. On the other hand, the implicit value in the median of the share swaps indicated in the Issuer's Statement revealed a difference of Euro 1,1 billion (without considering the limited recognition to UBI Banca's shareholders of the synergies envisaged by ISP in the context of the Operation). This difference is only partially covered by the Cash Component, equal to a maximum of approximately Euro 652 million.
- The Antitrust Authorization establishes that, in the event that ISP fails to sell branches owned by UBI Banca, ISP will be obliged to sell branches it owns capable of producing effects in the markets concerned at least equivalent to those deriving from the sale of UBI Banca branches , with potential negative effects on the pursuit of the income development prospects underlying the Strategic Objectives of the Transaction.
Meanwhile, the president of Atalanta Antonio Percassi also intervened on the financial issue of the moment, interviewed by Eco di Bergamo, who evaluated the takeover bid launched by Intesa Sanpaolo on Ubi Banca (a bank also and above all linked to the Bergamo area), which expires next Tuesday, from the point of view of the impact on the local entrepreneurial fabric: "The one presented by the CEO Carlo Messina is a serious industrial project, which gives the opportunity to bring our identity and our history to the credit Champions League", said the entrepreneur, comparing the expected leap in quality to that made by his club in the sports arena.
In the event that the merger goes through, as Percassi hopes, the whole city of Bergamo will benefit and also Atalanta itself, involved in the project for the new stadium: "We will be able to count on greater financial resources and make the stadium even more beautiful." stadium".
To learn more about laws: Intesa Sanpaolo raises the price of the Ops Ubi with more cash
