お知らせ • Jul 26
BPER Banca SpA (BIT:BPE) completed the acquisition of additional 80.62% stake in Banca Popolare di Sondrio S.p.A (BIT:BPSO) from Unipol Assicurazioni S.p.A. (BIT:UNI), and others for €4.5 billion.
BPER Banca SpA (BIT:BPE) launched a public exchange offer to acquire Banca Popolare di Sondrio S.p.A (BIT:BPSO) from Unipol Assicurazioni S.p.A. (BIT:UNI), and others for approximately €5.3 billion on February 6, 2025. The consideration consists of 657.41 million common equity of BPER Banca SpA at a ratio of 1.45 per common equity of Banca Popolare di Sondrio S.p.A. The valuation of Popolare's shares, amounts to €9.527, for a total value of the offer, in the event of full acceptance, of €4.32 billion. The premium recognized to Sondrio shareholders is equal to 6.6% on the closing price of the stock exchange. In the case of a full acceptance of the Offer, the Issuer’s shareholders accepting the Offer will receive a maximum of 657,409,377 newly issued ordinary shares of the Offeror out of the Share Capital Increase Reserved to the Offer which, at the date of payment of the Consideration, will represent 31.6% of the Offeror’s share capital, assuming that the Share Capital Increase Reserved to the Offer has been fully subscribed. As of February 12, 2025. The board of Banca Popolare di Sondrio Spa has rejected BPER Banca Spa's public exchange offer, reiterating that it was neither solicited nor agreed upon. Banca Popolare di Sondrio S.p.A confirms its commitment to independent growth and stresses the risks associated with an integration, which would entail the loss of legal and decision-making autonomy. As of February 26, 2025 BPER Banca S.p.A. hereby announces that today has filed with CONSOB the offer document.
Bper has called an extraordinary meeting for April 18, 2025 for the capital increase to service the offer. The proposal to assign to the board of directors, to be exercised by December 31, 2025, to increase the share capital in one or more tranches, in a divisible manner, and with the issue of a maximum number of 657,409,377 ordinary shares , the issue price of which will be determined by the board of directors. Bper expects that the offering will be completed in the second half of 2025 and that full integration will be achieved by the end of 2025, subject to obtaining the authorizations required by current legislation from the competent authorities. The completion of the Offer will allow the full valorization of the potential of the two groups, increasing the creation and distribution of value and the realization of important synergies without social costs and reducing the risk profile for all stakeholders. The objective of the Offer is to acquire the entire share capital of the Issuer and to achieve the delisting of the Shares from the Euronext Milan (the “Delisting”). Indeed, the Offeror believes that the Delisting fosters the objectives of integration, creation of synergies and growth of the BPER Group and the BP Sondrio Group. The cost synergies are estimated up to €190 million pre-tax per year. The deal is accretive to EPS: expected net profit in 2027 higher than €2 billion, including synergies. As of May 21, 2025, EU Commission have given approval for the transaction. As of June 4, 2025, The National Commission for Companies and the Stock Exchange (CONSOB) have approved the transaction. As of July 3, 2025, the offer price revised to 1.450 newly issued share per share and €1 per share. As of July 11, 2025, Offer announced the given acceptances to the Offer recorded on the date hereof, the Offeror will hold a total of No. 265,183,476 BP Sondrio shares, representing a percentage equal to approximately 58.49% of BP Sondrio’s share capital and, therefore, the Threshold Condition is satisfied. As of July 15, 2025, offeror has secured acceptances of 263,633,476 BP Sondrio Shares representing 58.35% stake. Based on the final results of the Offer Acceptance Period will take place from July 21, 2025 to July 25, 2025. With reference to the additional Effectiveness Conditions, the Offeror hereby announces to waive, to the extent necessary, the remaining conditions set forth in Section A, Paragraph A.1.(i) ( 1 ), A.1.(iii), A.1.(iv), A.1.(v) and A.1.(vi) of the Offer Document. As of July 24, 2025, BPER announced that the acceptance has exceeded the threshold of 66.67% of the Issuer’s share capital.
In relation to the Offer, the Offeror is assisted by Francesco Tedeschini, Marco Maugeri, Vincenzo Troiano, Marco D'Ostuni, Giulio Napolitano of Chiomenti, as legal advisor; Egidio Imbrogno, Damiano Ventola and Antonio Boscaglia of Mediobanca – Banca di Credito Finanziario S.p.A., Goldman Sachs Bank Europe SE, Succursale Italia, and Paolo De Luca, Rodolfo Pambianco, Luca Di Sipio, Vincenzo Guarnieri and Pier Luigi Colizzi of Barclays Bank Ireland PLC, as financial advisors; and Barclays is assisted by the law firm Hogan Lovells. Equita SIM S.p.A., appointed intermediary for coordination of the collection of acceptances. Banca Morgan Stanley SpA acted as financial advisor to Banca Popolare di Sondrio S.p.A.
BPER Banca SpA (BIT:BPE) completed the acquisition of additional 80.62% stake in Banca Popolare di Sondrio S.p.A (BIT:BPSO) from Unipol Assicurazioni S.p.A. (BIT:UNI), and others for €4.5 billion on July 25, 2025. The payment date of the reopening of terms will occur on August 1, 2025.