It is a clear warning, without mincing words, that of Unicredit to Banco Bpm shareholders: the relaunch of the bank led by Giuseppe Castagna on Anima could push Piazza Gae Aulenti to withdraw the takeover bid launched last November.
“An increase in the price of the takeover bid on Anima” by Banco Bpm “and the renunciation, in whole or in part, of the conditions of the offer or even just one of them could determine the termination or ineffectiveness of the offer of Unicredit on Piazza Meda. However, "no decision has yet been taken". This is what can be read in a long note released this morning by the institute led by Andrea Orcel.
Unicredit-Banco Bpm: the scenario
On November 25, Unicredit surprised the market by launching a totalitarian offer on Banco Bpm of 10,1 billion of euros. A few weeks earlier, on November 6, Piazza Meda had also made a public offer on Anima for 6,2 euros per share. After months of tension, last week the relaunch has arrived expected by the market, with Banco Bpm has raised the price of its takeover bid on Anima from 6,2 to 7 euros for action. A decision that will have to be confirmed by theordinary meeting of the shareholders called for next February 28th. There is however an important aspect to consider: the relaunch came before having obtained from the ECB the accounting benefit of the Danish Compromise. And this is precisely where the crux of the matter lies according to Piazza Gae Aulenti.
Unicredit: “Potentially inconsistent takeover bid”
In view of next week's meeting, Unicredit explains that BPM shareholders must "make their own decisions in relation to the resolution in the full awareness of risks and uncertainties underlying the proposals that have been formulated to them and the possible consequences of their decisions that could affect the offer", reads the Unicredit note.
The takeover bid on Anima, in fact, "carried out under the new potential conditions, could potentially to be inconsistent with what was announced at the time of the presentation of the operation to the market on 6 November 2024”, according to Unicredit, for which “the operation was described as such as to ensure 'a high return on investment with limited capital absorption'”.
Unicredit: “Ready to give up if offer on Anima changes”
“An essential point in this regard is that a waiver of the conditions of the Anima takeover bid could be exercised even if the favourable regulatory capital regime known as the so-called “regular capital regime” did not apply to BPM in the purchase of Anima. Danish compromise. Although more than three months have already passed since the announcement of the Anima takeover bid, no information has been provided regarding the likelihood that this more favourable regime could be effectively applied”. Translated: if the Danish Compromise were not applicable, the takeover bid on Anima would have a much more significant impact on the capital of Banco Bpm, with an estimated reduction of 268 basis points on the Cet1, which would drop from 13% to 12,32% if not even 11%, impacting the group's financial stability.
It is not clear – adds Unicredit – what the the mitigation actions hypothesized in order to maintain BPM's Cet1 ratio higher than 13% over the course of the plan, regardless of the regulatory treatment of the Anima acquisition, while also maintaining a pay-out ratio on distributions equal to 80% of net profit".
Hence the conclusion: "an increase in the price of the takeover bid on Anima" by Banco Bpm "and the renunciation, in whole or in part, of the conditions of the offer or even just one of them could determine the resolution or ineffectiveness" of the takeover bid by Unicredit on Piazza Meda. In simple terms: Without the Danish Compromise or in case of a price increase, Unicredit could withdraw its offer on Banco Bpm. And the consequences on the stock could be serious.
Castagna's response: "Dangerous accusations"
“I think they are some dangerous accusations. They are trying to influence the vote shareholders' meeting" on the acquisition of Anima, said Banco Bpm CEO Giuseppe Castagna, in an interview with Bloomberg TV. “The boy is playing his game and he is good by doing so – he said in reference to Unicredit CEO Andrea Orcel – he is putting pressure on our stock in favor of his stock. But we will also respond legally to this type of accusation”.
In this context, the title at Piazza Affari Unicredit rises by 1,95% to 47,775 euros, while the shares Bpm bank they rose by 0,68% to 8,82 euros.
