The Board of Directors of Banco Bpm rejects Unicredit's public exchange offer (OPS) , deeming it "unanimously" inadequate to reflect the value of the bank and expressing strong concern for the "foreseeable consequences" on employment and for the negative effects it will have on the "strategic flexibility" of the institute, hampered by the 'passivity rule' in a phase of strong growth.
While waiting for the formal evaluation - which may arrive only a few months after the publication of the offer document - the board only needs one morning of examining the press release pursuant to art. 102 of the Consolidated Law on Finance with which the takeover bid was announced to bury a proposal that "was not previously agreed upon in any way" or more simply is "hostile" , to use the words of councilor Mauro Paoloni.
The first thing that caused astonishment was the consideration, which expresses a premium of only 0.5%, which turned into a discount of around 7.6% after the divergent reaction of the stocks on the stock exchange, both down around one percentage point today. "Unusual conditions" the Banco brands them, which "do not reflect in any way the profitability and the further potential for value creation" of the bank, even more so after the strategic initiatives - the takeover bid on Anima and the purchase of the MPS share, the creation of the product factories in insurance and e-money - which "will translate into an update of the objectives" of the plan, "partly already anticipated to the market".
Banco Bpm, the Board of Directors claims, is among the banks "with the best growth prospects in the current market scenario ", capable "of extracting from the product factories" an "even more important contribution, while at the same time reducing its exposure" to falling rates.
Furthermore, with Unicredit, "the brand" would disappear and competition on the banking market would be "significantly" reduced, while the cost synergies, estimated at 900 million, raise "strong concerns" about the "foreseeable" employment and social consequences, without being "valued" in the offer price. Finally, the Bank complains that - in the face of "unusual" conditions - it must endure strong limitations on its "strategic flexibility", due to the passivity rule, which requires approval in the assembly of potentially defensive initiatives. Conditions that will have repercussions on the "conditions" of the takeover bid on Anima - on which the Bank is moving forward with the filing of the prospectus with Consob - but also on the "recent investment" in MPS, which it will not be able to leverage without the consent of the shareholders.
In the meantime, there is a duel in the majority between FI and Lega on the case: "The movements of the banks are a positive signal in a free market", says the blue group leader Barelli, who recalls that these are operations on which "the supervision is not by Bankitalia but by the ECB". The Carroccio, meanwhile, presents a bill that changes the governance of the Bank of Italy, assigning a role to Parliament "to avoid a dangerous self-referentiality of supervision", says the economic head Bagnai.
(Online Union)
