The Opas launched by Intesa SanPaolo on Ubi Banca officially closed tonight with a final membership of over 90%. A result postponed for two days after what was established by Consob, which at the beginning of the week had extended the membership period, postponing the deadline from July 28 previously established to today. And in the last few hours the adhesions have become more massive, growing in 48 hours almost by 20%.
Messina: “We are all winners” – “Today we complete an operation that sees us all winners: thanks to the decision – of which we are proud – of 90.2% of UBI Banca shareholders to join Intesa Sanpaolo, we will create a new reality in able to strengthen the Italian financial system and to play a leading role in the European banking scenario “. The CEO of Intesa Sanpaolo, Carlo Messina said, commenting on the result of the takeover bid on Ubi Banca.
“We will be the pillar of the country’s recovery” – “We are convinced that our bank – the engine of the real and social economy – will represent the pillar of the recovery phase that the country has as its main objective”, continued Carlo Messina. The work of the competent Authorities, towards which I express my keen appreciation, has made it possible to “complete the transaction on schedule”, adds Messina. “Equally decisive – he continues – was the professionalism of the Intesa Sanpaolo team, engaged in this complex project and of the consultants who assisted us. Intesa Sanpaolo’s board of directors will decide on the fulfillment of the suspension conditions.” The creation – highlights Messina – of a new reality, leader in sustainable and inclusive growth – strong roots in the territories to which it belongs – will generate benefits for anyone who will be part of it: the shareholders, now even more numerous, the pillar at the base of our bank’s positioning at the top of the sector in Europe ; households, which with their savings represent the basis of the bank’s growth prospects; businesses, whose relaunch and expansion projects we will support, especially in international markets “.
Anyone who has not joined can sell the shares – Shareholders who have not joined Opas to date now have the opportunity to request and obtain the purchase of securities from Intesa. There are two possibilities for payment of the shares: in the first case, the shareholder may ask to obtain the original price of the offer, that is, 17 Intesa shares for
every 10 of Ubi plus the cash part of 0.57 euro. In the second case, the shareholder may ask to sell in exchange for a consideration all in cash. In this case, to establish the price of each share, it will be necessary to average the value of the share in the last five stock market closings backwards from today. The sell out will last three weeks and the start of the period will be defined by Intesa following the indications of Consob and Borsa Italiana.
The seventh bank of Europe is born with the merger – Intesa’s victory had, however, already been reached two days ago when Borsa Italiana had communicated a jump in adhesions to 71.9% thus exceeding the bar of 66.67% which allows Intesa SanPaolo to proceed with the merger by incorporation of UBI , having control of the extraordinary shareholders’ meetings of UBI Banca, and therefore being able to secure the go-ahead for the sale of over 500 branches of the bank resulting from the merger with Bper. Sale that could also take place within the year, with the merger that could take place by April 2021, coinciding with the presentation of the annual accounts. A merger destined to create the seventh European bank capable of generating 5 billion in profits, managing 460 billion in loans and over a thousand billion in managed savings.
We will move towards the resignation of the Ubi board – The timing of the operation has so far been respected: today the Opas ended and on August 3 Ubi will present its last half-yearly from an independent institute and on that occasion the president Letizia Moratti and the CEO Victor Massiah will draw a final balance for members and employees. Then according to rumors there could be the resignation of the board, which would still remain in office for the ordinary administration, while the neoactionist between September and October will have to convene an assembly to appoint the board which will have to proceed with the sale of the branches to Bper: sale that as established by the Antitrust Authority, it must take place within six months of the end of the transaction.
The historical partners have succumbed to the last – An operation which took shape in the last days after the capitulation of the historical shareholders of UBI Banca and the relaunch of Intesa which had decided to increase the offer by adding a cash amount. After the accession of large shareholders such as Fondazioni Crc (5.9%), Banca del Monte di Lombardia (3.9%), Cattolica (1%) and the Brescia shareholders’ agreement (8%), other shareholders have also decided to to join: the Silchester Fund, which held 8.5% of the capital, was the last