(Finance) – The Board of Directors of the Banca Popolare di Sondriomeeting to evaluate the public voluntary voluntary exchange offer announced by Bper Bancareiterated that The offer was in no way prompted, nor previously discussed or agreed with the bank.
BP Sondrio claims to stay engaged in the execution of its growth path which includes both the activities already communicated to the market, and those in progress in line with the interests of shareholders and stakeholders, including the presentation of the new plan, in addition to the analysis of strategic options that can accelerate the path of value creation. The released press release at the end of the board was approved with the only abstention by Roberto Giaywhich sits in the board of BP Sondrio representing Unipolof which he is one of the main managers.
In his examination of the offer of Bper, BP Sondrio points out that the press release indicates a consideration Unitary due to an exchange ratio of 1,450 ordinary BPER shares of new issues for each BP Sondrio action. In light of the trends of the share courses on the days immediately following the announcement, the exchange relationship expresses one implicit discount which, compared to the official price on 10 February 2025, is equal to about 4%.
It also points out that the offer has been announced substantially concomitance with the spread of the results of the year 2024 of BP Sondrio (which took place after the closure of the stock exchange negotiations), without therefore allowing the market to fully appreciate the results achieved in 2024, widely higher than the analysts’s consensus. Furthermore, the offer, for the timing and the ways in which it was promoted and announced, does not reflect the path of creation of the bank’s value in the stand of the Stand Alone, an expression of growth characterized by sustainability and constant results over time that puts in evidence the resilience of the BP Sondrio business model, all elements that will be communicated to the market with the New industrial plan 2025-2027.
The offer is motivated by the objective of carrying out the conditions for the merger of the bank in the offerer, with the result of Make the legal and decision -making autonomy of BP Sondrioand therefore the role of BP Sondrio as “reference institute for families, professionals, small and large companies, institutions and local authorities in the economic-social contexts in which it operates, located in the areas of greatest wealth and dynamism of the country”, It reads in the press release. The Board of Directors believes that it is in the interest of all shareholders to be able to evaluate the profile of asset solidity and the growth prospects and the value creation of the new plan on a Stand Alone base, comparing them with the uncertainties and risks connected with an integration scenario with Bper .
With reference to the objective of creating in the shortest possible time, and also in the absence of the prior Delisting, the merger between the two banks, Bper has reserved (being able to give up the relative condition) to proceed with the exchange operation even in the case in to which the adhesions to the offer do not exceed the 50% threshold of the share capital plus an action of the bank, provided that they are not lower than 35% plus an action. The latter participatory threshold could be difficult to compatible with the aforementioned intention of creating the fusion of the two banks in the shortest time possible, thus raising perplexity both on the potential risk of execution related to the integration process Both on the ability to extract synergies quickly in this scenario, says the BP Sondrio board.
As for synergies, the combination of Bper and BP Sondrio should generate gross cost synergies estimated by Bper up to around 190 million euros (against extraordinary integration costs for 400 million doors imposed), an amount that “arouses concerns if parameter at the basis of BP Sondrio operating costs (about a third), making it glimpse potential repercussions on staff and organizational and commercial structure of the bank “.
They are also hypothesized by Bper Sinergie gross from revenues of up to around 100 million euros, which would also derive from the sharing of some factories produced (IE, asset management, banking and leasing), which are already shared today by the two banks. Both categories of synergies are, however, “indicated without providing detailed elements that allow you to appreciate the estimate and feasibility The same, while it does not appear that these synergies have been enhanced in the consideration of the offer for the benefit of the shareholders of BP Sondrio “, is underlined.