Unicredit filed its offer for Bpm within the appropriate timeframe Consob, the supervisory body of the stock exchange in Italy. It is always an Ops, which therefore offers shares of the Milanese bank in exchange for those of the company to be acquired.
This first bureaucratic move will also initiate another series of procedures. These include the authorizations of the European Central Bank, the Bank of Italy and Ivass, the insurance supervisory institute. But above all it will also include communication to the government to give Palazzo Chigi the possibility of using the golden power.
Unicredit presents the offer for Bpm
On the evening of Friday 13 December Unicredit has delivered to Consob the prospectus of the second offer for the acquisition of Banco Bpm. The proposal was revised upwards compared to the first, as per the request of the bank’s board of directors, which had deemed it inappropriate for its shareholders.
“The offeror will recognize 0.175 newly issued Unicredit ordinary shares, without par value, with regular dividend rights and the same characteristics as the ordinary shares of Unicreditalready in circulation at the date of issue, which will be listed on Euronext Milan, on the official market of Bag of Frankfurt, managed by Deutsche Boerseas well as on the Warsaw Stock Exchange, for each share Bpm brought in acceptance of the offer” we read in the documents.
We therefore remain within the scope of public exchange offers (OPS), operations in which a company offers, instead of money, its own shares in exchange for those of another company, to acquire it: “We believe that our offer to BPM shareholders is appropriateas it carries a premium of approximately 15-20% compared to the Bpm share price before it was positively influenced by the ongoing offer on Anima and by further speculation regarding possible M&A operations” declared the CEO of Unicredit Andrea Orcel.
The specter of golden power
Together with the offer presented to Consob, Unicredit will also have to wait for three other authorizations. The first two are those of the central banks, the ECB and the Bank of Italy, the third is to Ivass, given that the acquisition also involves the share of Soulwhich is an insurance company. The most frightening communication, however, is the last one, the one to be made at Palazzo Chigi.
In fact, the Government must express its opinion on the use of the so-called golden power, the law that gives the executive the power to block a financial acquisition of an asset that is considered strategic for the country.
Several politicians, especially in the Lega area, have threatened the use of this rule, because the acquisition of Bpm by Unicredit would nullify the State’s efforts to sell to Bpm the shares left over from the rescue of Monte dei Paschi di Siena. However, it is not clear whether the government can use golden power in this situation. The law is designed to protect national strategic assets from foreign takeovers, and Unicredit is an Italian bank, albeit with interests abroad. If the executive decides to block the operation, it is not a given that an appeal could overturn Palazzo Chigi’s move.
