(Finance) – Ifis Bank presents apublic purchase and exchange offer (OPAS) voluntary on all the shares of illimity Bank for 298 million euros. The decision, adopted by the Board of Directors of Banca Ifis chaired by Ernesto Fürstenberg Fassio, is aimed at the acquisition by Banca Ifis of the ownership of 100% of the shares of illimity Bank listed on Euronext Milan, Euronext Star Milan segment.
The offer remains conditional on obtaining the relevant regulatory authorizations and the fulfillment of the established conditions. In particular, Banca Ifis proposed that for each illimity Bank share tendered in the offer, a consideration be recognized which expresses a unit value equal to 3.55 eurosbased on the official price of Banca Ifis shares as of 7 January 2025. This consideration is made up of: 0.1 newly issued Banca Ifis shares for each illimity Bank share and a cash component equal to 1.414 euros.
If the offer is successful, the operation – which involves the subsequent merger by incorporation of illimity Bank into Banca Ifis – could allow the Banca Ifis Group to accelerate its growth path and consolidate its leadership in the Italian specialty finance market , expanding the base of SME clients, entering new businesses and new segments and continuing its leadership in NPLs. The business combination will express a greater industrial value than the two separate entities, following the cost and revenue synergies that the two post-merger groups will generate, in addition to the economies of scale.
The operation will be able to count on one strategic, sustainable and long-term industrial visionand on one stable governance guaranteed by the reference shareholder, La Scogliera SA which, despite falling below the 50% threshold for the first time, intends to maintain control of the Group. The operation will create value for all its stakeholders – shareholders, customers, employees, the Italian banking system and the territories in which it operates – with significant benefits from an industrial, financial and sustainability perspective.
On a financial levelthe operation will lead various benefits starting from the overall synergies estimated at around 75 million euros per year, before taxes. These would be made possible by the following elements: The increase in productivity per customer currently managed by illimity Bank which will be enriched with the high added value offer (factoring, leasing, rental) in which Banca Ifis is the leader, with revenue synergies estimated at 25 million euros per year, before taxes; The complementarity of some business sectors (such as, for example, the NPL sector) and the integration of governance and control structures which will allow the development of significant cost synergies, estimated at approximately 50 million euros per year, before taxes.
The integration between the two Groups will also determine a greater diversification and stabilization of the collection profilethrough the expansion of the depositor base. These benefits would be generated by maintaining, upon completion of the merger, a particularly solid capital endowmentestimated at a Pro-forma CET1 Ratio above 14% and with the containment of execution risks thanks to the compatibility between current business models and Banca Ifis’ solid track record in successfully managing external growth projects.
The integration costs functional to the development of synergies are estimated overall at approximately 110 million euros and will be incurred during 2025.
The advantages of the operation will also be transferred to the current shareholders of illimity Bank who, by joining the shareholder structure of Banca Ifis, will benefit from the proven execution capacity, superior volumes and profits and a high-remuneration progressive dividend policy, as demonstrated by the basis dividends from the latest industrial plan, and with one of the highest payout ratios on the Italian market.
Sustainability
The incorporation of illimity Bank will allow Banca Ifis to strengthen its intervention in terms of sustainability in all its dimensions, particularly social, pursuing, even more effectively, its mission as a Bank serving the development of SMEs and financial and social re-inclusion of people. A commitment which, in line with the vision and values of the President and the reference shareholder of the Group, aims to generate profit through business activity while creating, at the same time, high social value for the communities, and which has been recognized by major international rating companies in the sector, including MSCI.
The new reality aims to be an even more decisive player in accelerating the transition of SMEsThank you
to a broad and innovative portfolio of products and services, and consolidate the country’s role as a strategic partner to support its sustainable growth path for the benefit of the entire community.
The union with illimity Bank will allow the Group to consolidate its reputation as an active Bank on issues of social inclusion for the development of communities, as demonstrated by the numerous activities with a high social impact developed in recent years, including Social Impact Lab “Kaleidos”, projects in the artistic and cultural field such as “Ifis art”, initiatives for young people and those in support of scientific research, such as support for the Bambino Gesù Pediatric Hospital.
“Banca Ifis’ takeover bid for illimity Bank responds to theneed to identify a strategic industrial solution aimed at expanding the Bank’s leadership position in the specialty finance sector and accelerating its growth in a sustainable and long-term perspective, in line with our family vision as controlling shareholders – he declared Ernesto Fürstenberg Fassio, CEO of La Scogliera SA – .“The objective is to create a European industrial player capable of facing the challenges that the banking market requires ussatisfying the expectations of all shareholders who decide to participate in the project and continue the success story of the Banca Ifis Group with us; a story that stands out for the levels of industrial and financial excellence achieved and for the sustainable approach in business management, for the benefit of businesses, people and our country”.