New twist in the Italian banking sector. It launches in the Risiko too Bperwith anPublic exchange offer (OPS) on Banca Popolare di Sondrioanother valuable “prey” for some time identified by the market. Another operation that has connections with the insurance sector, being Bper controlled by Unipol.
The Board of Directors of Bper Banca, meeting for The approval of the Budget results 2024gave the green light also to a public offer of voluntary exchange on all the ordinary actions of Banca Popolare di Sondrio.
The terms of the operation
The offer is aimed at acquiring at least one participation above 50% of the share capital of Banca Popolare di Sondrio, which will allow Bper to exercise control. In any case, Bper reserves the right to partially renounce this condition, so long as the participation acquired, in the outcome of the offer, is greater than 35% of the capital Social of the broadcaster (participation which, taking into account the conformation of the issuer’s shareholding, will allow Bper to exercise a dominant influence on BP Sondrio). If Bper will come to hold one overall participation greater than 90%declares its intention of Do not restore a floating sufficient to ensure the regular negotiations of BP Sondrio’s actions.
The accord OPS has been set in 1,450 BPER new issues for every existing BP Sondrio action. Taking as a reference the official prices of Bper and BP Sondrio actions recorded on February 5, 2025, this exchange report entails a implicit price of offer of 9.527 euros per action, which offers a prize equal to about 6.6% Compared to the official price of the BP Sondrio shares detected on February 5, 2025 and a 10.3% prize compared to the weighted average of the last three months.
It is expected that The offer is completed in the second half of 2025 and that the full integration is carried out by the end of 2025, subject to obtaining the authorizations required by current legislation by the competent authorities.
The strategic and industrial objectives
The goals of the offer are the acceleration of growth and the maximization of the creation of value for all stakeholders, through the aggregation between two “Affine” banks and with “shared values”which Bper believes “will be able to realize quickly and effectively”. In the panorama of the Italian credit market, BP Sondrio is distinguished, in fact, for the affinities with Bper, in particular as regards the history that has characterized the development of the two banks, the high complementarity of their territorial presence, their positioning on the market and business models, very consistent and strongly oriented to the service of families and businesses in their respective territories, as well as to sustainable growth and environmental protection.
The improvement of the offer will allow the full enhancement of the potential of the two groupsincreasing the creation and distribution of value and the realization of important synergies without social costs and reducing the risk profile for all stakeholders. Among the Advantages for shareholders d BP Sondrio, in addition to prize and pay-outthe possibility of receiving a significant share title is mentioned more liquidwith greater exposure to the creation and distribution of value deriving from the realization of synergies. For customers, the possibility of enjoying one more Wide and articulated range of products and services. For employees, the possibility of having a path of growth and professional development within the new banking group, with new job opportunities and generational change.
The combination will generate Revenue synergies estimated at full capacity up to About 100 million euros before imposed per yearderiving from the increase in productivity by customer and for branches on levels aligned with those of Bper, e cost synergies estimated at full capacity up to About 190 million euros before imposed per yearas a consequence of economies of scale and better operational efficiency that the bidder has already shown that it is able to achieve in the integration initiatives recently carried out to aggregate other bank networks.
Important result targets are expected from the Combination
Upon completion of the aggregation operation, a series of target in terms of result: the increase in profit by action, with a net profit expected to 2027inclusive of synergies, more than 2 billion eurosand a Rote expected next to 15%; The confirmation of the distribution policy of dividends, indicated in the industrial plan “B: Dynamic/Full Value 2027”, with a significant improvement in pay-out for shareholders by BP Sondrio; the maintenance of a solid risk profile Thanks to a quality of the active ingredients of the main peers of the Italian banking sector and a solid property equipment (Cet1 Ratio over 15%); the increase in investments addressed to the reference territories and initiatives related to ESG objectives.
Bper’s solid annual results
The bank has achieved in 2024 widely positive results, in particular thanks to the contribution of the margin of interest and net commissions. At 31 December 2024, consolidated net profit ordinary is equal to 1,406.9 million euros, up 4.1% compared to the previous year. The margin of interest It stands at 3,376.9 million euros, growing by 3.9%, thanks to the growth of commercial spreads and the improvement of the Funding Mix. The commissions net are 2,058.4 million (+4.5%).
There credit quality it was confirmed, in particular The NPE Ratio which stands at 2.4% gross (1.1% net) and positions the group among the Best in class of the Italian banking system.
The capital profile of the bank remains high thanks to the organic capital generation which allowed the CET1 ratio to reach the 15.8%. The liquidity position presents regulatory indices well beyond the minimum thresholds provided, also against the last refund of March 2024 of a tranche equal to 1.7 billion euros of the Funding Tltro.
