(Finance) – Also Bper Enter the big banking Risiko and launches an OPS on the Banca Popolare di Sondrio From 4.3 billion with a 6.6% prize and aims to acquire a participation of at least 50% of the bank, providing for synergies for 190 million.
In particular, the group led by Gianni Franco Papa launched a public exchange offer on Banca Popolare di Sondrio, which provides for 1.45 new issues of the Modenese institute for each title of the Valtellinese one are assigned. Based on the official prices of the shares of the two banks recorded on February 5, 2025, this concambium entails an implicit price of offer of 9.527 euros per share of the issuer, with a prize equal to about 6.6% compared to the official price of the February 5 and 10.3% compared to the weighted average of the last three months.
The offer, which is conditioned by the regulatory authorizations provided for by the applicable legislation and the enhancement of the conditions of effectively indicated effectiveness, is “aimed at acquiring at least a participation of more than 50% of the share capital” of Sondrio, which will allow Bper “to” exercise the control of law “on the same. In any case, explains a note, Bper “reserves the right to partially renounce this condition as long as the acquired participation, in the outcome of the offer, is greater than 35% of the social capital of the issuer (participation which, taking into account the conformation of ‘Shareholder of the issuer will allow Bper to exercise a dominant influence on BP Sondrio) “. Furthermore, for the hypothesis in which, as a result of the actions brought to the offer or purchased outside the same, the bidder comes to hold a total participation of more than 90% of the broadcaster of the issuer, Bper “declares As of now its intention not to restore a sufficient floating to ensure the regular negotiations of BP Sondrio’s actions “.
“The strategic and industrial objectives of the offer – reads the note – are the acceleration of the growth and the maximization of the creation of value for all stakeholders through the aggregation between two banks that can be made quickly and effectively also thanks to related business and values models shared “. The offer is expected to be completed” in the second half of 2025 and that the full integration is carried out by the end of 2025 “, subject to obtaining the authorizations required by current legislation by the competent authorities.
With popular Sondrio expected useful group over 2 billion to 2027
The new banking group that will be born following Bper’s Opes on the Popolare di Sondrio, “will continue the policy of high remuneration of shareholders, will keep solid coefficients and a solid quality of credit without extraordinary charges for shareholders”. Bper underlines it in the note, indicating among the targets that of a net profit of over 2 billion euros expected to 2027, includes synergies and a wheel close to 15%. According to BPER, the operation will guarantee a “significant” value creation for shareholders, with a solid property equipment (Cet1 Ratio expected above 15%) and a 75%average payout ratio.
The profitability of the banking group resulting from the operation “will benefit from revenue synergies estimated at full speed up to about 100 million euros before imposed per year, deriving from the increase in productivity per customer and for branches on levels aligned with those of the offerer, Also as a consequence of the sharing of the factories produced and the cross-selling opportunities in the highly added business segments (Wealth Management, BancaSurance and Specialty Finance), all by leveraging the effective distribution model of the offerer “.
The synergies cost “are estimated up to approximately 190 million euros in front per year, as a consequence of economies of scale and better operational efficiency that the bidder has already shown that it is able to achieve in recently placed integration initiatives in place to aggregate other bank networks; the realization of these synergies will allow to create an agile operating structure and will free important resources for investments (including technological) “. As part of the operation, BPER currently estimates total integration costs in the order of 400 million euros doors taxes one -off, and provides that they are supported for 75% by 2025 and for the remaining 25% by 2026 .
As part of the public exchange offer on Popolare Sondrio, Bper intends to “preserve the brand” of the Valtellinese Institute “in the historical areas”, recognizing that the brand of Popolare Sondrio is an integral part of the strong territorial identity of the issuer, which It boasts a long tradition of closeness to families, local businesses and communities “https://www.Finance.it/detaglionews/1_2025-07_TLB/.” All this is in line with what the group has shown that you know how to make Previously operations “, including integration with Carige and Banca Monte di Lucca”.
Full integration with Sondrio by the end of 2025
It “provides that the offer” on the Popolare di Sondrio “is completed in the second half of 2025 and that the full integration is carried out by the end of 2025, subject to obtaining the authorizations required by current legislation by the competent authorities”.
April 18 Assembly for capital increase for OPS
Bper convened the extraordinary meeting for April 18, 2025 for the capital increase at the service of the public offer of voluntary exchange on the totality of the ordinary shares of Banca Popolare di Sondrio. The point of the agenda, in fact, is the proposal for the attribution to the Board of Directors, to be exercised by 31 December 2025, to increase the share capital in via Scindable and, also in multiple tranches, with the issue of a maximum number of 657.409,377 ordinary actions, whose issue price will be determined by the board.
Gianni Franco Papa, CEO of Bpersaid: “This operation based on industrial logic represents aUnique opportunity to create a leading banking group in Italywith two complementary banks that have coherent business models that share the same values. The new group will benefit from a significant scale in terms of customers, geographical presence and synergies, which will allow to create further value for the stakeholders of both institutes. It will be a more solid and stronger banking group with a larger offer of products and services for the benefit of customers also thanks to significant IT and digital investments and with an important focus on human capital. Our industrial plan B: Dynamic | Full Value 2027 will be further strengthened and accelerated by this operation, thanks to the combination of the two realities “.