Business
UniCredit Threatens to Abandon €10 Billion Takeover of Banco BPM Amid Escalating Tensions
UniCredit, Italy’s largest bank, has warned that it will walk away from its proposed €10 billion acquisition of Banco BPM if the smaller bank proceeds with an increased bid to acquire Anima Holding SpA. The takeover battle, which has intensified in recent weeks, has led to a public war of words between UniCredit CEO Andrea Orcel and Banco BPM CEO Giuseppe Castagna.
UniCredit’s Countermove
UniCredit originally made its €10 billion takeover offer for Banco BPM in November 2024, shortly after Banco BPM made a €1 billion bid to acquire Anima Holding, an asset management firm. Banco BPM sought to boost its asset management fee income as interest rates declined.
However, UniCredit’s bid has complicated Banco BPM’s ability to finalize its offer for Anima, as Italian regulations prevent a bank that is the target of a takeover from pursuing its own acquisitions without shareholder approval.
Banco BPM’s shareholders are set to vote on February 28 to decide whether to increase their offer for Anima from €6.2 per share to €7 per share. If successful, Banco BPM’s market valuation would rise above €13 billion, exceeding UniCredit’s acquisition offer.
Orcel has made it clear that UniCredit will not overpay for Banco BPM and has hinted that he may withdraw the takeover offer altogether if Banco BPM’s bid for Anima moves forward.
Regulatory Hurdles and Financial Risks
To proceed with the Anima acquisition, Banco BPM would need to secure regulatory approval for favorable capital treatment, known as the Danish Compromise. However, this would require a lengthy approval process from the European Central Bank (ECB).
UniCredit has argued that if Banco BPM’s shareholders approve the increased bid for Anima, the bank’s CET1 capital ratio could decline by approximately 268 basis points, adding significant financial strain.
In a strongly worded statement, UniCredit said:
“In case the Offer were 100% successful and the Danish Compromise not granted, BPM’s CET1 ratio would decline by approximately 268bps, adding to the financial burden of an increased consideration.”
Escalating Tensions Between Bank CEOs
Banco BPM’s CEO Giuseppe Castagna has fired back at UniCredit’s claims, calling them “very dangerous” and “fake news.”
In an interview, Castagna accused Orcel of trying to manipulate Banco BPM’s stock price and influence the shareholder vote. He stated:
“The allegations that we are not going to get the Danish Compromise is completely fake news. The guy is trying to play a game. He wants to depress our stock in favor of his own stock. We will respond legally to these kinds of allegations.”
If Banco BPM secures shareholder approval for its increased bid, two major Anima investors—Poste Italiane and private equity fund FSI—have already indicated they will sell their stakes to Banco BPM, according to Reuters.
UniCredit’s Final Warning
Despite the mounting tensions, UniCredit emphasized that it has not yet made a final decision on whether to withdraw its offer.
In its statement, the bank said:
“Notice of the above is given to the public to ensure that BPM shareholders can make their own decisions in full awareness of the risks and uncertainties underlying the proposals that have been made to them and the possible consequences of their decisions.”
With the shareholder vote just weeks away, the fate of both Banco BPM’s bid for Anima and UniCredit’s takeover offer remains uncertain.
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