And if it were above all a a question of price? Yesterday the board of directors of Bpm bank has decisively rejected the operation announced by Unicredit of a ops on the same bank in Piazza Meda, considering himself offended by the proposed price. Analysts are making predictions about what the future might look like then. fair price, that is, the one that meets the wishes of both parties.
Within twenty days from the announcement, as required by law, Unicredit will have to file the prospectus with Consob: it would be the first opportunity for adjust the price, although it can easily do so later, before the extraordinary meeting of Unicredit in April that will have to approve the capital increase to service the offer. It also depends on how much Orcel considers the industrial value of the operation. At stake are profitable business that take the place of the high interest rates of the ECB, which until now have been the main culprits behind UniCredit's stellar profits.
Andrea Orcel yesterday in indicating the Operation details proposed an exchange rate of 0,175 newly issued Unicredit shares for each Banco Bpm share on the market. This entails a implicit price per share of 6,657 euros and a 0,5% premium compared to the value of the Banco Bpm title on 22 November, that is, a 15% bonus compared to the undisturbed price of November 6, about 20% if adjusted for the interim dividends (already distributed in November by both banks), before the announcement of the purchase offer of Anima. The figure also takes into account the official price of Unicredit shares in the last session of last Friday which is equal to 38,041 euros, Unicredit specified. The price of the offer, Orcel admitted, "appears very close to market values", but the banker stressed that considering the levels “previous to the takeover bid on Anima and speculations on the third pole", or even those of consensus for both banks, “the premium is between 12% and 20%".
But the board of directors of Banco Bpm did not accept this offer and he underlined yesterday that the conditions are "completely unusual for operations of this type and do not reflect profitability in any way and the further potential for value creation for Banco Bpm shareholders”.
Is the prize really that small?
From the price point of view, you can't blame them. Joseph Chestnut, CEO of Banco Bpm. A public offering with such a low premium is indeed an anomaly for the Italian market. Almost 5 years ago, in February 2020, Intesa Sanpaolo for Where's Banca had offered a prize of 27,6%, with a further boost during the membership period by adding a cash component. A few months later it was the turn of Crédit Agricole which offered a 21,4% increase for the Valtellinese credit and even then the price was corrected upwards to overcome the resistance of the most reluctant shareholders of the former Lombardy popular bank. Even in 2021 Andrea Pignataro with his Ion brought the premium to 34,9% when he took over the servicer of bad loans Cerved. A more modest premium (8,5%) was seen instead in the operation of the same Bpm bank su Anima, the Milanese SGR led by Alessandro Melzi D'Eril
How much could the relaunch be?
But how much should Unicredit raise then to conquer the Bank? Maybe by adding a part in cash to entice shareholders. Of course, the availability of Piazza Gae Aulenti must also serve to advance the German front with the Commerzbank operation. But Orcel has over 10 billion in excess capital available and therefore could do it, if he really believes it is worth the candle.
Analysts Barclays they believe that Banco Bpm alone, without Soul, is worth €8,5 per share. Barclays explains a such low premium proposed by Unicredit in two possible ways: on the one hand, the fact that in this way Orcel can keep the road open for a possible relaunch, as has happened in Italy in other situations. On the other hand, analysts underline that the NPL coverage of the Bank is lower than its own, “with the consequence that earnings per share could suffer more in the coming years”. Barclays have considered raising the 24% premium for an additional outlay of 2,35 billion and for a total value of the synergies of 6,3 billion euros. They also hypothesized the payment of a cash quota, which could vary from 13% to 17%, even if in this case Unicredit's availability to be allocated to the operation on Commerzbank would be restricted.
According to analysts of Equity, who see the operation positively from an industrial point of view, say that Banco Bpm shares are worth at least 7,6 euros. According to sources MF-Milan Finance, the market also expects a rounder premium; some are talking about 26%.
How strategic is the Banco operation for Orcel?
Banks in general, with the downward trend of the ECB interest rates, are losing the golden eggs of the rate-goose and therefore are looking for other sources of earnings, for example by moving to managed savings. The recent operations of Bnp Paribase and Generali are going in this direction.
Unicredit still has to eat its hands for an operation in the opposite direction of the recent past. The previous CEO of Unicredit, Jean-Pierre Mustier, in 2016 sold Pioneer funds to the French company Amundi, controlled by Agricole, for 4 billion. Since then, and until 2027, Unicredit, now without an internal “factory” of products for savings management, has bound itself to an agreement with Amundi. Credit Agricole and Anima, respectively the main shareholder and the object of a takeover bid by Banco Bpm, would be suitable for this. The French bank, which already has Cariparma and Friuladria in Italy, could also consider it convenient to accept Unicredit's offer and return to the field with a dowry of branches and customers to manage directly. Not to forget consumer credit as well. Agos Ducato, 60% of Agricole and 40% of Banco Bpm.
