Yesterday the UBI Banca Board of Directors resolved to initiate a legal action, reports the note released by the institute, “aimed at ascertaining that, due to the fulfillment of the MAC condition of the effectiveness of the public exchange offer promoted by Intesa Sanpaolo – determined by the Covid-19 pandemic – and the failure of ISP to promptly waive this condition, the effects of the Communication of 17 February 2020, made by ISP pursuant to article 102 of the Consolidated Finance Act, have ceased, with all the related consequences, including the loss of the so-called “Passivity rule” for UBI Banca “.
There passivity rule, the “liability rule” is a measure to safeguard the contestability of listed companies by preventing directors from implementing “defensive initiatives” to ward off external offers and steps.
What is the MAC clause
An acronym for Material Adverse Change Clause, the MAC clause can be defined as the “clause of absence of adverse effects”.
There MAC clause it does not concern events of force majeure or the so-called hardship, which instead occurs in long-term contracts. The MAC clause provides for unfavorable effects that occurred between the moment of the agreement and that of the closing of an operation.
UBI: More offers coming from France?
The action promoted by UBI Banca, continues the note of the institute, “is aimed at the judicial protection of the subjective rights of UBI Banca, to complement the initiative promoted before Consob to protect stakeholders, investors as well as efficiency and market transparency, referred to in the press release issued by the Bank on May 19 “.
Among the arguments made in support of its thesis, UBI Banca includes the fact that Intesa Sanpaolo has already partially modified its offer reviewing the sale price of the branches to Bper.
Also because the application of the “Passivity rule” it is blocking UBI, which cannot, for example, sell perimeter assets or make bond issues.
Furthermore, the well-informed speak of a counter-offer that could come from the French of the Credit Agricole.