The merger by incorporation between BPER Banca and Banca Popolare di Sondrio comes to life, after the undisputed success of the voluntary takeover and exchange offer (OPAS) promoted on all the ordinary shares of Pop Sondrio by BPER, which closed with acceptances of 80.69% of the share capital, and the appointment of a new management that reflects the new ownership at the last meeting in mid-September.
The integration process of the two banks has begun
BPER and Banca Popolare di Sondrio have announced that “the preparatory activities are underway for the implementation of the operation concerning the merger by incorporation of BP Sondrio into BPER”.
The approval of the merger project “will be submitted to the Boards of Directors of the Banks” at the meeting scheduled for November 5, the date on which the approval of the consolidated interim management report as of September 30, 2025 of the two banks is scheduled.
The completion of the merger – subject to the approval of the merger project by the respective extraordinary meetings and the issuing of the authorizations required by current legislation by the competent Supervisory Authorities – is expected within the first half of 2026.
Strategic leverage merger for growth
The merger – it is underlined – constitutes a strategic lever to accelerate growth and maximize the creation of value for all stakeholders, also thanks to the cost and revenue synergies that may derive from the full corporate integration between the two entities.
The integration plan developed by BPER, on the occasion of the launch of the OPAS, envisages revenue synergies estimated at full capacity of up to approximately 100 million euros before tax per year, deriving from the increase in productivity per customer and per branch, also as a result of the sharing of product factories and cross-selling opportunities in high value-added business segments (wealth management, bancassurance and specialty finance). Cost synergies are estimated to be up to around 190 million euros before tax per year when fully operational, as a result of economies of scale and improved operational efficiency; the realization of these synergies will allow the creation of an agile operational structure and will free up important resources for investments (including technological ones).
The costs of the merger in terms of branches and people
The Board of Directors of BPER, in view of the integration, also approved the new organizational model from a combined perspective, which will come into force on the effective date of the merger. As part of the new model, also defined with a view to enhancing the contribution that will come from the entities being integrated, new structures will be created, including a new Regional Directorate dedicated to the area of upper Lombardy.
However, the merger also involves a cost in terms of branches and people, even if BPER’s number one, Gianni Franco Papa, has already clarified on several occasions that these will be “voluntary exits” and not “redundancy”. The network reorganization interventions, aimed at achieving the estimated synergies, involve the merging of approximately 90 branches located in the Central and Northern Regions, excluding the Province of Sondrio.
At the same time, a process was activated aimed at encouraging generational turnover through the voluntary departure of 800 Group employees, also with the use of extraordinary benefits from the Solidarity Fund, to be carried out mainly during 2026. “This process, which must be shared with the trade unions – it is underlined – will be carried out in compliance with current legislation”.
