Massiah: “Ubi asks the judges for clarity on the Offer of Understanding”
These are the words that emerge from the communication of the preliminary findings to the parties, viewed by theHandle, as part of the investigation that the Authority has launched on competition and the market to assess the effects of the proposed acquisition of Ubi by Intesa Sanpaolo, through a public exchange offer.
The long derby between Intesa and Unicredit, the different twins of Italian finance
Intesa’s non-agreed offer “conceals the desire to eliminate a fearsome operator and confirms the absolute competitive value of Ubi”, Ubi argued before the Antitrust Authority, on the basis of the preliminary findings sent by the authority to the parties. According to Ubi, the oops eliminates a subject capable of “exerting significant competitive pressure” and “the only medium-sized competitor” capable of “creating in the short / medium term a third alternative pole” to Intesa and Unicredit. Intesa Sanpaolo’s position is different, according to which the offer is “characterized by pro-competitive profiles, in that, by distancing Intesa’s position from that of Unicredit” it can “limit the risk of tacit collusion and coordination effects, typical of contexts in which few subjects with similar positioning operate “. It would also allow “to transfer a substantial part” of the efficiencies created “to consumers”.Just over a month ago, the Authority had started its work by sending the Gdf to the offices of the banks involved and Mediobanca to collect documents that would allow frame all the formal steps that led to the genesis of the operation, pending the arrival of the go-ahead from the authorities (in addition to the Antitrust, this is the ECB and Consob).
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On the authorization front, the first placet of the 4.86 billion Intesa transaction from the ECB emerged over the weekend, which sent “prior authorization for the direct acquisition of a controlling interest, equal to at least 50% of the capital plus an action, in Ubi bank “. A green light that seemed to be able to accelerate the launch of the Offer, which Intesa would like to put on the table before the August break to avoid incurring low adhesions (considering that the Car with its 20% of Ubi has already lined up against it).
The position of the Competition Guarantor risks complicating this plan: the Antitrust document had already identified critical concentration profiles in several Italian provinces, in addition to the risk of ending the “substantial symmetry” represented by the dualism between Intesa Sanpaolo and Unicredit. To reduce the impact of the merger on site, the buyer group has already formally committed to selling up to 500 branches of the future pole to Bper, with which a contract has already been signed: and the related bancassurance activities to Unipol, an insurer who check out the former Emilian people.
Now the Antitrust Authority reads in the document which was anticipated by The messenger, has set the deadline for “closing the phase of acquisition of the evidence” for June 18 and authorized the parties to “submit written statements and documents” until June 15. The parties will have the “right to be heard before the college”, which set the date of the college hearing in June 18th. At the end of which the procedure will enter the decision-making phase, with respect to which the preliminary results do not preclude any outcome. Once acquired for the non-binding opinion of IVASS, for which there is a maximum term of 30 days, the college must close the procedure within 60 working days from the start of the investigation, so a decision is expected in the second half of July.
In the conclusions of the “preliminary findings”, the Antitrust Authority notes that the concentration is able to reduce “substantially and sustainably the competition” on a series of markets “due to the high market share and level of concentration achieved, accompanied by a significant distance from the second operator in each area and in consideration of Ubi’s “disciplinary” capacity towards the major banks “.
The Antitrust also believes that “the content of the agreement signed” by Intesa and Bper, which provides for the transfer to the latest in a package of 400-500 branches. This, writes the Antitrust, for three reasons: first of all for the “substantial indeterminacy of the perimeter of the Ubi business unit, object of sale in favor of Bper”; secondly, for the “uncertainties regarding the effective implementation of this agreement” if Intesa holds “50% mere control plus 1 share of Ubi’s share capital” downstream of the public exchange offer; finally, due to the “substantial ineffectiveness of this agreement with respect to critical issues in other areas of the Italian territory, other than the provinces of the north-west, on which the post merger quotas” of Intesa and Ubi “are also of undoubted importance, with specific reference to some CA (catchment area, local markets limited to catchment areas, ed) of the Calabria region and the Marche region, as well as of Abruzzo “.