The reply lasts of the Board of Directors of BPM desk to the Public Exchange Offer (OPS) voluntary announced yesterday by Unicredit which – it is emphasized – underestimates the real value of the Bank, the capabilities of the management, the success story of the Institute and the future prospects, as well as creating strong concern for the occupational and social impacts.
Discount offer
Specifying that the Offer “was not previously agreed in any way”Banco BPM “notes, preliminarily and in the best interests of the shareholders, that the Offer indicates a unit fee – entirely in shares – which reflects a premium of 0.5% compared to the official price of BBPM on November 22, and one implicit discount of 7.6% compared to yesterday’s official price.”
“Such conditions – states the note – they are completely unusual for operations of this typeand, in the opinion of the Board of Directors, they don’t reflect in any way profitability and further value creation potential for the shareholders of Banco BPM”.
“This potential is further strengthened by the recently announced extraordinary operations” states BBPM, referring to the takeover bid launched on Anima and the investment in Banca Monte dei Paschi di Siena, with respect to which the Bank is now subject to the so-called “passivity rule”which involves deliberation by the assembly and therefore “will condition the strategic flexibility of the group”determining a “a framework of high uncertaintya” and limiting “management’s room for maneuver on an autonomous basis”.
Underestimates management ability
“In recent years – underlines the Board of Directors of Banco BPM – the market has recognized Banco BPM as one strong execution abilityoutperforming the announced plan objectives and promoting important initiatives to strengthen the structure of the product factories”.
These operations made it possible to create value for shareholders and for all other stakeholders – customers, employees and local communities of reference – significantly strengthening the competitive positioning of the Bank, which today stands among the players with the best growth prospects in the current market scenarioin a position to extract an even more important contribution from the factories produced in the future, while at the same time reducing its exposure to the risk of a reduction in interest rates”.
Concern for strategic and employment repercussions
Banco BPM believes that the offer “exposes stakeholders” to the uncertainties related to “expansion initiatives initiated by UniCredit in Germany” and produces “a significant dilution of current geographic exposureinstead of an attractive concentration of Banco BPM in the most dynamic regions of the country and the Eurozone”.
The offer – it is underlined – also “the legal autonomy of BPM will disappearto the detriment of the brand and significantly reducing competition on the Italian banking market for both retail and corporate customers, in particular for SMEs, i.e. the productive fabric to which the Bank has historically addressed”.
The gross cost synergies estimated at 900 million euros – he states – are more than a third of Banco’s cost base and this raises “strong worries on the foreseeable repercussions at an occupational and social level. Furthermore, these synergies, like the revenue synergies, are not valorised at all in the conditions of the Offer.
Focus remains on the three-year plan
“There Bank remains focused on the implementation of 2023-2026 planon the execution ofTakeover bid for Anima and on the consequent update of the industrial plan, without neglecting any strategic option that can further contribute to the objective of creating value for shareholders and all other stakeholders of the Banco BPM group”, concludes the note from the Board of Directors
