UniCredit to file court claim over Banco BPM bid as offer suspended

(Alliance News) - UniCredit Spa on Friday said it plans to file a claim with an Italian court after financial markets watchdog Consob suspended its takeover offer for Banco BPM Spa for 30 days to provide time "to obtain clear and adequate information".
The Milan-based bank said the offer period will now end on July 23.
"This suspension is aimed at creating the necessary time to provide both UniCredit and BPM investors with clear and adequate information, enabling them to make an informed assessment of the offer," the bank said.
It added that the suspension allows time to take into account the 'golden power' and prescriptions set out in April. The 'golden power' give the Italian government 'golden', or special, powers to review all transactions involving Italian companies deemed strategic to the nation.
UniCredit will file a claim in the TAR Lazio court to "address the reservations existing on the legitimacy of the 'golden power' as it is being applied in this case under both Italian and EU law," the bank added.
It said this is a "prudent course of action" to receive clarity and a "formal independent assessment" on the application of the 'golden power'.
UniCredit said it will "continue to engage in discussions" with the government to receive information on the "scope and interpretation of the prescriptions".
The bank added that it aims to find "a mutually agreeable way forward that meets all applicable legal and regulatory requirements".
UniCredit said it has concluded that the acquisition of Anima Holding Spa by BPM was "executed on materially less favourable terms than previously suggested".
It said the acquisition price was higher, at EUR7.00 per share rather than EUR6.20, and came without the "anticipated regulatory capital benefits".
The bank said the assessment of the transaction relied largely on internal analysis due to "the lack of timely and adequate transparent disclosure" by BPM.
UniCredit said this "provided additional concern and an absence of clarity", and estimated that the transaction caused a drop in BPM's CET1 capital by EUR1.7 billion.
"As a result, the 15% premium calculated on BPM's undisturbed price has now implicitly risen, given that Anima has subsequently been executed at substantially worse terms than originally announced, destroying value," UniCredit said.
As a result, the return on investment of the transaction has dropped, but the bank noted that the offer still meets its financial metrics.
It has approved to waive the condition related to the Anima transaction.
UniCredit noted that the offer remains subject to the outcome of the ongoing 'golden power' and antitrust reviews.
Shares in UniCredit were up 0.4% to EUR57.47 in Milan on Friday morning. Banco BPM climbed 0.8% to EUR10.09.
By Michael Hennessey, Alliance News reporter
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