Unicredit breaks the silence and openly contests the prescriptions imposed by government Italian in the context ofpublic exchange offer (Oops) on Bpm bank, pointing the finger at the provision of Golden power. While on the one hand the intervention was in the air, on the other the rigidity of the measures took even the veterans of finance by surprise.
For the bank, this is not just a protest: the restrictions, in fact, concretely limit its operational “freedom” and hinder the possibility of making decisions in compliance with the principles of “sound and prudent management”. With the offer now upon us, Piazza Gae Aulenti cannot rule out the appeal to the TAR, pending a possible government review.
READ MORE The Golden Power on Unicredit cries out for vengeance
Unicredit and Golden Power: all the constraints that are holding back the takeover bid on Bpm
The requirements set by the Golden Power decree affect key aspects of future governance, should the acquisition of Banco Bpm go through. The constraints affect the liquidity management e credit of the new entity, the rights to dispose of shareholdings, control over Anima Holding assets and, last but not least, the progressive exposure reduction of Unicredit in Russia. This last point, despite the bank having already reduced its presence in the country by about 90% in recent years, remains particularly complex to manage, also in light of the difficulties imposed by the geopolitical context and the control exercised by the Kremlin.
Another aspect that worries the bank in Piazza Gae Aulenti is the imposition of a ban on the liquidation of Italian government bonds detained in Anima, a constraint that will last five years. A heavy constraint in a sector where liquidity is the lifeblood of strategic management. Hence Unicredit's doubts about the legitimacy and real sustainability of such restrictions.
Unicredit's concerns: long-term damage?
In an official note, the bank expressed concern about the long-term repercussions of the prescriptions, stressing the real risk of sanctions in the event of involuntary violations. Making the matter even more critical is the fact that it is an intervention on an all-Italian operation, an unprecedented case in the banking sector.
Unicredit is in fact wondering why the government has decided to exercise special powers on this operation, while similar mergers and acquisitions - such as those of Mps on Mediobanca, Bper on Pop Sondrio, and Bank on Anima Holding — have not encountered similar obstacles.
Unicredit also points the finger at a asymmetric treatment compared to other banking operations. Furthermore, according to the institute, some of the measures imposed would not be in line with Italian and European regulations, opening the way to ambiguous interpretations that could limit decision-making autonomy and damage competitiveness.
The possible appeal to the TAR: here's what can happen
Pending an official response from the executive, Unicredit has communicated that it "cannot make any final decision on the path to follow regarding the offer". If the provisions are not reconsidered, Unicredit could appeal to the Regional Administrative Court (Tar), taking the legal battle to the highest levels to try to have the restrictions imposed by the government annulled. Before taking the legal route, however, the institute seems intent on attempting a final confrontation with Palazzo Chigi, in the hope of reaching a negotiated solution.
Generali, the next step in the war of seats
But the fight does not stop at Banco Bpm. There is also Generali in the viewfinder. Thursday April 24th, With the 'Lion's Assembly, Orcel could leverage the weight of his share of about 5% (and perhaps even more). It is no secret that Unicredit is trying to influence the outcome of the elections in view of the future of the insurance company. And the rumors speak of a cold war between the major shareholders, with Francesco Gaetano Caltagirone who has raised the stakes, fearing the risks of a “flight” of investments from Italy, if the joint venture with Natixis takes hold.
