Intesa Sanpaolo after Ubi aims at international mergers: “In view of consolidation in Europe and beyond”


MILAN – Intesa Sanpaolo prepares the ground for the offer on Ubi bank, which will go from 6 to 28 July and will probably be the last in Italy, also for reasons of concentration. Then the bank that owns a quarter of the Italian market will throw itself into international competition, convinced that “the prospect of the next few years is characterized by a consolidation in which the main operators will be both European and non-European champions”. “It is Intesa Sanpaolo’s interest to reach dimensions that allow it to play a proactive role in the European banking landscape – it still reads – Therefore, the growth in size by external means is, to date, the obligatory strategy that allows the achievement of this objective” .Times, methods or possible interlocutors are not specified: a small indication comes from the assumption that “the achievement of dimensional growth should take place through an aggregation with another operator that has, as far as possible, similar characteristics” to the group led by Carlo Messina. The timing, it is reasoned in the corridors of the group with registered office in Turin, depends exclusively on the completion of the European Banking Union, and on the single market which would make cross-border transactions practicable and convenient. But on the “if” there is no longer any discussion, and it appears that Intesa will want to be among the first to move: especially after the recent conversation with the Frankfurt surveillance on the Ubi doser has been resolved with such a full and explicit approval , also by its manager Andrea Enria.

The assist to Ubi Foundations and rebel members

From the prospectus some “axes” emerged from the offering bank to convince Ubi shareholders against (so far, an estimated one third of the capital is estimated) and to reach the minimum target, which is 50% plus one share. The bank expects to “provide, with the full involvement of the territorial foundations of Ubi Banca, strong support for the real economy of the communities”, also through agreements “on real estate and artistic heritage, donations to the territory, innovation and research scientific, welfare, social housing and health care “. These are the cornerstones of all the foundations, including the two of Cuneo and Banca del Monte di Pavia which have hitherto hindered the Ops in a more aggressive manner. In addition, in addition to the four territorial directions that the new hub will install in Bergamo, Brescia, Cuneo and Bari, “new impact bank units” have sprung up in Bergamo, Brescia and Cuneo, and in Pavia (headquarters of the Banca del Monte body ) a “center of excellence for agriculture and breeding” and a collaboration with “the secular and prestigious university of Pavia”. They seem to be signs of an ongoing pacification, which in theory could also be due to an improvement in the exchange offer (which rewarded Ubi shareholders by 27.5% at the closing of February 17, and spared their securities the unhappy fate of the sector on the stock exchange since). Intesa Sanpaolo believes, however, that it can effectively control the post-transaction Ubi shareholders’ meeting, even if it does not reach 66% of the capital protecting the extraordinary operations (such as a merger): in fact, it says that it will try to bring the merger of Ubi even if it had shares of less than two thirds of the total. Usually the meetings of the bank shareholders do not exceed 60% of the entitled parties: and even if the adhesions stopped at 50% plus one share, at least 75% of the capital present would be needed to give vetoes the contrary. The ultimate goal is, however, “to acquire the entire capital of Ubi Banca and to achieve the merger by incorporation”, even if it could not disappoint it, having not reached 90% of the capital.

The Antitrust node and the possible use of the Tar

Two news on the Antitrust, called to express itself within the last days of the Ops. The go-ahead from the market guarantor is a condition of effectiveness of the offer, especially if the commitments requested from the buyer exceed the 532 branches already promised (by contract) to Bper Banca for “a consideration of 660 million”, and their bancassurance activities to Unipol. However, it emerges that Intesa Sanpaolo, in the dialogue with the Antitrust Authority, said it was available to sell a further 17 branches of Ubi, concentrated in the market and geographic areas of greatest concentration. In the document, among other things, the offering bank reserves the “option to waive the Antitrust condition”: it means that it could equally withdraw Ubi shares, even in the event of a hitch, and appeal to the TAR against the sentence, or to face the related penalties.

The synergies and the (lowered) profit estimates of the pole 2022

The financial advantages of the combination, estimated at around 700 million fully operational and confirmed in the prospectus, do not seem particularly linked to the fact that the bidder is able to merge Ubi within its perimeter. The prospectus informs that even without the merger 87% of the synergies, equal to 611 million, will still be achievable, especially by standardizing the product factories and industrial models. The 89 million less synergies are linked to the cost of keeping Ubi alive as a separate company. All in all a reduced sum, which in the offerer’s opinion makes the ratio of the combination particularly valid. Where the missing millions are more is in the estimates of future profits of the single pole: 5 billion euros in the year 2022 are indicated in the prospectus. The industrial plan of Intesa Sanpaolo alone estimated 6 billion at the end of 2021, that of Ubi from alone, published on the eve of the rival’s blitz, foresaw 665 million in 2022. But it was the world before Covid: in addition to the fact that there are 1.3 billion euros of “total integration costs”, pre-tax and which would be desired “to spend entirely in 2020”.

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