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Unicredit-Banco Bpm: clash before Consob on Orcel's takeover premium

After Consob's request for clarification on the premium of the offer presented, Unicredit explains: "Calculation must be done on a homogeneous basis, premium of 14,8%". Banco Bpm responds: "Inappropriate, it does not take into account Anima and Mps". The EU on Mps: "There is no longer any constraint, if it wants it can make acquisitions"

Unicredit-Banco Bpm: clash before Consob on Orcel's takeover premium

The tension between them rises Unicredit and Banco Bpm. This time the battleground is the calculation of the premium expected from the 10,1 billion offer launched by the bank led by Andrea Orcel. The Consob has in fact asked for a series of clarifications on the takeover bid, considering that the documents presented and the communications made by the two banks contain very different percentages. In Piazza Gae Aulenti the the prize would be worth almost 15%, if instead you move two kilometers and arrive at Piazza Meda, the prize becomes uno sconto, because Unicredit's calculation "does not consider Anima and Mps". 

Unicredit's version

In a note released on Monday evening, Unicredit gave its version. Piazza Gae Aulenti "considers it appropriate that the comparison between market prices should be carried out on homogeneous bases, using unique time references, in line with correct evaluation methodologies and market practices", underlines the press release in which The bank also criticizes the methods with which this calculation was carried out by Banco Bpm itself. Piazza Meda would in fact have "disseminated a representation of the premium/discount" calculated on a date (December 16) that "does not present (as it is subsequent to the press release) no relevance to the calculation of the consideration (and the related premium) represented in the press release and cannot be associated with any event relevant to the issuer or to the offer”.

Furthermore, according to Piazza Gae Aulenti, "for the sole calculation of the premium compared to the undisturbed price (i.e. not influenced by market noise, ed.), Banco Bpm compares the prices of its own shares and those of Unicredit on different dates”. 

Banco Bpm's response

Banco Bpm's response was not long in coming, according to which "any reference to the price of Banco Bpm on 6 November is inappropriate and irrelevant because, at that date, this did not incorporate the bank's third quarter results, the transaction announced on Anima and the investment in Ps. These elements, as already stated in the press release of December 17, are relevant because they have a fundamental impact on the value of the bank" underlines Banco Bpm.

The Institute led by Giuseppe Castagna also highlights that in its note UniCredit "specifies that the premium of 14,8% is calculated on the basis of the market prices of the two securities on 6 November; on the contrary, the press release issued by Unicredit on 13 December stated that the valuation of 6,657 euros - determined on the basis of the official price of 22 November - "incorporates a premium equal to 14,8% compared to the official price of Bpm shares recorded on 6 November 2024 (equal to 6,408 euros)" but "this calculation was found to be incorrect, as the comparison between the two values ​​results in a premium of 3,9%”.

EU on MPS: “There are no more constraints, it can acquire”

While waiting for the board of directors of Mediobanca scheduled for today, which will probably officially brand as hostile the offer of 13,3 billion presented by Siena, from the EU comes some good news for MPS. "From the point of view of the control of concentrations, MPS's offer to acquire Mediobanca has not been notified to the Commission. As always, it is up to the parties to assess whether a transaction must be notified to the Commission under the EU rules on concentrations", indicated the spokeswoman of the EU Antitrust, who added: "Following the sale of the majority of the public shareholding in MPS, which led to the loss of control over the bank, Mps is no longer bound to its commitment under the State Aid Decision to refrain from acquisitions and this enables it to take such corporate actions as it deems appropriate to pursue their own commercial interests."

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