New chapter in the Unicredit-Banco Bpm saga. The Tar of Lazio ha Piazza Meda's appeal rejected which asked to revoke the Consob resolution which, last May 21st, suspended for 30 days the terms of the voluntary public exchange offer presented by Piazza Gae Aulenti on Banco Bpm. The stop by the authority was linked to the "further information and insights on the Golden Power provision" adopted by the Government regarding the offer launched by the bank led by Andrea Orcel.
Unicredit-Banco Bpm: the TAR decision
The TAR's decision came on Thursday, two days after the hearing in court. According to what was established by the second quarter section of the administrative court, therefore, the'offer will remain frozen and the deadline remains set for July 23rd, as decided by Consob at the request of Unicredit.
Banco Bpm had filed an appeal with the TAR asking to revoke the Authority's stop, considered a "abnormal measure”. Piazza Meda argued that the possibility that the government would impose requirements within the Golden Power procedure had already been contemplated since the announcement of the takeover bid and that therefore the Executive's restrictions could not be considered "a new fact" capable of legitimizing the suspension of the offer. Consob, for its part, had motivated its decision to suspend the offer with the "situation of uncertainty created in relation to the possible outcomes" of the ongoing confrontation between Unicredit and the government on the prescriptions of the special powers did not allow "the recipients" of the offer "to reach a well-founded opinion on the offer".
Banco Bpm's reaction
“We take note of the TAR's decision, even if for us the context doesn't changeWe are now accustomed for 7 months to not having clarity on the timing and real intentions of the bidder on this transaction,” said Banco Bpm Chairman Massimo Tononi and CEO Giuseppe Castagna in a joint statement.
“It is undeniable – the note continues – that this is aoops that has an extraordinary duration (about 8 months), against an average of the last operations of 5 months. Furthermore, due to the passivity rule, it significantly limits our necessary strategic flexibility at a decisive moment for the reorganization of the credit sector", complain the top management of the Bank according to which the offer of Unicredit "continues to be not convenient for the shareholders" because "she was born without a prize and it has remained so."
On July 9th the TAR expresses its opinion on the Golden Power
The horizon now moves forward a few weeks. The date to mark in red on the calendar is that of 9 July, day in which the Tar will rule on another appeal, this time presented by Unicredit, against the Golden Power decree of the Government.
Speaking at a Goldman Sachs event on Wednesday, UniCredit CEO Andrea Orcel said that “If there is no clarity on the 'golden power' from the government, we will back out,” specifying that at the moment the offer has less than a 20% chance of being fulfilled.
Foundations ask for dialogue
The time for dialogue has come for Unicredit for external growth operations in preparation or already underway. This is the opinion of Bruno Giordano, President of Cariverona, among the reference shareholders of the bank led by Andrea Orcel. Giordano, questioned on the sidelines of the Acri congress in Gorizia, explains that it would not be a tragedy if the takeover bid for Banco Bpm and the idea of aggregation with Commerzbank did not come to fruition but "I think it is the moment in which it would be better to establish a path of dialogue, it seems to me that walls are increasingly being raised and instead we would need to all sit around a table, I am speaking in general, and think about the best path to take all together".
La Fondazione Cariverona has just over 1% of the bank's capital. In the event of withdrawal of the takeover bid on Banco Bpm and disengagement from Commerzbank, "I don't think anything serious will happen to UniCredit because Orcel had taken it into account," explains Giordano, who, when asked by reporters whether the bank's shareholders could act as bridge builders for dialogue, excludes this. "I think they are all people capable of managing these complicated issues on their own; nothing positive can ever come from situations like these, so I hope they reach a point of agreement and a situation of dialogue."
