お知らせ • Apr 11
Banco BPM Vita S.p.A. completed the acquisition of 67.976% stake in Anima Holding SpA (BIT:ANIM) from Poste Italiane S.p.A. (BIT:PST), FSI SGR S.p.A., Gamma S.r.l. and others for €1.5 billion.
Banco BPM Vita S.p.A. proposed to acquire an 77.62% stake in Anima Holding SpA (BIT:ANIM) from Poste Italiane S.p.A. (BIT:PST), FSI SGR S.p.A., Gamma S.r.l. and others for €1.7 billion on November 6, 2024. A cash consideration valued at €6.2 per share will be paid by Banco BPM Vita S.p.A. The transaction was financed in all cash, to be financed by BBPM with an equity injection into BBPM Vita.
The completion of the Transaction is expected, subject to satisfaction (or waiver, if applicable) of the relevant conditions (including those related to the obtaining of regulatory authorizations) within the first half of 2025, Minimum acceptance level of the Offer resulting in a stake of BBPM group of at least 66.67%, and the end of the tender offer period and settlement of the Offer by Mid 2025. The Boards of Directors of Banco BPM and of Banco BPM Vita unanimously approved the transaction. As of December 11, 2024, Banco BPM has secured approval from Italy's antitrust agency to acquire full control of Italy-based asset manager, Anima Holding. As of January 9, 2025, Banco BPM has lodged a complaint with Italy's antitrust authority and raised concerns with local financial regulator Consob, challenging UniCredit SpA in the interest suggesting the bid could be a strategic move to hinder its plans to acquire asset manager Anima Holding SpA. Transaction has received approval from government but is still waiting for the European Central Bank's agreement. As of February 10, 2025, the Board of Directors of Poste Italiane S.p.A. (“Poste Italiane”), chaired by Silvia Maria Rovere, has resolved upon a letter of commitment – to be sent to Banco BPM Vita S.p.A. (“Banco BPM Vita”) – to tender the shares owned by Poste Italiane. The commitment is subject to certain conditions, particularly that the offer price is increased and aligned to current market prices. The commitment is also subject to acceptance by Banco BPM Vita, as well as the fulfillment of all legal conditions, including adoption of the necessary resolution by Banco BPM S.p.A. shareholders. As of February 12, 2025, Banco BPM Vita S.p.A. has increased its offer price by €7 per share which will be paid for Anima Holding SpA. The new revised price is an increase from 40% to 50% of the impact of returns other than those arising from the interest margin on total revenues; and 10% increase in earnings per share. The Board of Directors of Banco BPM unanimously resolved to call the Ordinary Shareholders' Meeting on 28 February 2025 in order to resolve, pursuant to and for the purposes on the authorization to: (i) increase to Euro 7.00 (cum dividend) the consideration offered in the Offer; and (ii) the right to waive one or more of the voluntary conditions of effectiveness of the Offer not yet fulfilled.The New Consideration is consistent with the analyses carried out so far from Banco BPM and the Offeror with the support of its advisors, and represents an implicit valuation of Anima fully in line with that of other companies operating in asset management segment and is consistent with the fundamental valuation of the company deriving from the discounting of the financial flows that it is expected to generate in the future. As of February 20, 2025, the Offeror announces that, on the date hereof, certain shareholders of Anima, including the Chief Executive Officer and other top managers, executed separate undertakings to tender their shares to the Offer (the "Undertakings"). The Undertakings are subject to certain conditions, including the authorization of Banco BPM Shareholders' Meeting, to be held on February 28, 2025, to increase the Offer consideration. As of March 4, 2025, Banco BPM and the Offeror obtained clearance from the Bank of Italy in relation to the acquisition of indirect controlling shareholding in the capital of Anima’s controlled asset management companies. As of March 11, 2025, the transaction has obtained clearance from IVASS and the European Commission in relation to the Offeror's acquisition of control over Anima. As of March 13, 2025, the Commissione Nazionale per le Società e la Borsa has approved the transaction, and the acceptance period for the offer, agreed with Borsa Italiana, will begin on March 17 (i.e. next Monday) and end at the end of the session on April 4 (subject to extensions) and, therefore, will be equal to 15 trading days. As of March 26, 2025, the anima tender offer’s acceptance period continues: exceeded the 45% + 1 share minimum threshold. As of March 26, 2025, Banco BPM clarifies that it has received a communication from the ECB, through which the Supervisory Board has brought to the Bank's attention about prudential treatment of the Anima acquisition, according to which the so-called Danish Compromise would not apply. The next meeting of the Board of Directors of Banco BPM, called for tomorrow March 27, 2025, will discuss updates relating to the Anima tender offer, also with reference to the voluntary conditions of effectiveness of the Offer as well as to the level of acceptances. As of March 27, 2025, Banco BPM waived off ECB condition.
Citigroup Global Markets Europe AG acted as financial advisor for Banco BPM Vita S.p.A. Lazard S.r.l. acted as financial advisor for Banco BPM Vita S.p.A. Legance - Avvocati Associati acted as legal advisor for Banco BPM Vita S.p.A. Emanuele Trucco of Allen Overy Shearman Sterling LLP and Gatti Pavesi Bianchi Studio Legale Associato acted as legal advisors, Vitale&Co. and Goldman Sachs acted as financial advisors to Anima Holding. Georgeson S.r.l. acted as information agent to Banco BPM.
Banco BPM Vita S.p.A. completed the acquisition of 67.976% stake in Anima Holding SpA (BIT:ANIM) from Poste Italiane S.p.A. (BIT:PST), FSI SGR S.p.A., Gamma S.r.l. and others for €1.5 billion on April 9, 2025. Overall 221,067,954 Shares were tendered during tender offer period.