Intesa-Ubi, the Ops starts on Monday. Rumors: ECB lighthouse on the Massiah plane


-> After months of discussions, authorizations and stockpiles, Monday will officially begin the public exchange offer with which Intesa Sanpaolo wants to incorporate the smaller Ubi Banca, in an operation that would bring together the first and fourth Italian credit institutions.

The Ops, which when it was launched on February 17 enhanced the bank led by Victor Massiah 4.86 billion with a premium of 27.6% on the stock market value of the previous Friday, however, Ubi’s management did not like it, which rejected it calling it “not agreed” and “not convenient”.

RUMORS: THE ECB TURNS A LIGHTHOUSE ON THE UBI INDUSTRIAL PLAN/ According to what reported on Messenger, the new objectives for 2022 of the industrial plan in verione stand alone announced by Ubi’s chief executive officer Victor Massiah, especially in relation to 840 million dividends compared to a profit reduced by the February 17 plan of 103 million (from 665 to 562 million), aroused surprise in the Frankfurt Supervisory Authority, where shortly there could be a comparison with the top management of the Brescia-Bergamo bank.

OFFER. The operation, presented in February by the CEO of Ca ‘de Sass, Carlo Messina, on the day Ubi revealed the new business plan, foresees a share swap of 17 newly issued Intesa shares for every 10 securities tendered. The goal, reaffirmed during these months and corrected in the light of the Coronavirus pandemic, is to create a group that in 2022 will make profits of at least 5 billion, that remunerates shareholders with cash dividends equal to 75% of the profit this year and 70% the nextor, and that it can play a leading role on the European scene, also in view of a cross-border consolidation. The expected synergies amount to 700 millioni and Intesa is ready to go even with col 50% + 1 of the shares, in the belief that even in this case, and even if the merger of Ubi into the Milanese bank were not achieved, the majority would still be obtainable.

THE RISKS. The the main risk remains that of Antitrust: to carry on the Ops, Carlo Messina, supported by the advice of theadvisor Mediobanca and in particular of Francesco Canzonieri, already at the time of the presentation he had in his pocket an agreement with Bper to purchase 4-500 branches. After the first doubts of the competition authority this number has been revised upwards to 532 branches; if it wasn’t enough, Intesa is ready to sell another 17 to third parties. Depending on how the offer will go, or the share of capital that Intesa will have in case of success, a possible risk is linked to the sale of this business unit. Another risk highlighted by the prospectus is that of dividends: at the moment the ECB has recommended not to distribute it until October, but obviously if this policy is extended, Intesa will not be able to pay the coupons with which it intends to remunerate the members.

THE UNDERSTANDING POSITION. “Without prejudice to the utmost respect for Ubi’s board of directors and management, I confirm that our attention is paid to the shareholders: the approval by Consob of the offer document and the opening of the acceptance period mean that from Monday 6 and until July 28 they will be the ones to express themselves on a project aimed at creating a group at the European top of the sector, while strengthening the domestic context, “said Messina.

Even for ‘special’ shareholders such as foundations of banking origin – in Ubi they are significant shareholders Crc and Banca del Monte di Lombardia, with about 10% overall – according to Intesa, there are good reasons to join. A theme to which, after the opening of Aldo Poli and the turmoil inside the Car, the main one ‘Pact’ among members of Ubi, Messina also mentioned. “Some of them have already started to do so with transparency and objectivity, underlining some of the qualifying points of our offer: attention to the territory and to the communities that distinguish them”.

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