NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
VOLUNTARY PUBLIC EXCHANGE OFFER LAUNCHED BY UNICREDIT S.P.A. ON ALL ORDINARY SHARES OF BANCO BPM S.P.A.
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PRESS RELEASE
pursuant to article 37-ter, paragraph 3 of the CONSOB Regulation no. 11971 of 14 May 1999
FILING OF THE OFFER DOCUMENT WITH CONSOB
Milan, 13 December 2024 - Pursuant to and for the purposes of article 102, paragraph 3, of the Consolidated Law on Finance and Article 37-ter of the Issuers' Regulation, UniCredit S.p.A. (the "Offeror") hereby communicates that, today, it has filed with the Italian National Commission for Companies and the Stock Exchange (Commissione Nazionale per le Società e la Borsa) ("CONSOB") the offer document (the "Offer Document") relating to the voluntary exchange offer (the "Offer") launched pursuant to Articles 102 et seq. of the Consolidated Law on Finance over all the ordinary shares of Banco BPM S.p.A. ("BPM" or the "Issuer"), a company whose shares are traded on Euronext Milan ("Euronext Milan"), a regulated market organized and managed by Borsa Italiana S.p.A., i.e. a total of maximum 1,515,182,126 ordinary shares of BPM ("BPM Shares").
As consideration for the Offer, UniCredit will offer 0.175 newly issued ordinary shares of the Offeror, with no par value, regular dividend entitlement and the same characteristics as the UniCredit ordinary shares already outstanding on the issue date, which will be listed on Euronext Milan, on the Official Market (Amtlicher Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), managed by Deutsche Boerse AG, as well as on the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie SA), for BPM Share tendered to the Offer (the "Consideration").
Therefore, for each 1,000 BPM Shares tendered in the Offer, 175 newly issued ordinary shares of the Offeror will be offered in exchange.
On the basis of the official price of the Offeror's shares on 22 November 2024 (last trading day preceding the Offeror's notice given pursuant to article 102, paragraph 1, of the Consolidated Law on Finance and article 37 of the Issuers' Regulations, the "102 Notice") equal to Euro 38.0411 (the "UniCredit Reference Price"), the Consideration evidences a valuation equal to Euro 6.657 (rounded to the third decimal place) for each Issuer's Share (the "BPM Reference Price") and therefore incorporates a premium equal to:
(a) 0.5% compared to the official price of the Issuer's Shares on 22 November 2024, (equal to Euro 6.626); and
(b) 14.8% compared to the official prices of the Issuer's Shares on 6 November 2024 (equal to Euro 6.408) prior to the announcement of the voluntary tender offer by Banco BPM Vita S.p.A., in concert with BPM, on all the ordinary shares of Anima Holding S.p.A.
The Offer Document will be published following the completion by CONSOB of its approval procedure, pursuant to article 102, paragraph 4, of the Consolidated Law on Finance.
The Offeror further announces that it has today submitted to the competent authorities the notices and/or applications and/or pre filings for authorization required by the regulations applicable to the Offer.
Pending the publication of the Offer Document, full reference should be made to the 102 Notice, whereby on 25 November 2024 the Offeror notified CONSOB and disclosed to the public its decision to launch the Offer, and which sets out the legal requirements, terms, conditions and essential elements of the Offer.
The Offer is launched in Italy, as the BPM Shares are listed exclusively on the Euronext Milan, and is addressed, on a non-discriminatory basis and on equal terms, to all the shareholders holding BPM Shares. The Offer has not and will not be made to the public in the United States and has not been and will not be made in Canada, Japan, Australia and any other jurisdiction where making the Offer or participating in the tender would not be in compliance with financial or other laws and regulations of any such jurisdiction, or would require prior registration, approval or filing with any regulatory authority. Such jurisdictions, including the United States, Canada, Japan and Australia are referred to as the "Excluded Countries" in the Offer Document. The Offer has not been and will not be made by using national or international media of communication or commerce of the Excluded Countries (including, by way of example, the postal network, fax, telex, e-mail, telephone and internet), and neither has been or will be made through any network of any of the Excluded Countries' financial intermediaries, or in any other way. No actions have been taken or will be taken to allow the making of the Offer in any of the Excluded Countries. However, the Offeror reserves the right to extend the Offer in the United States exclusively to certain professional investors who qualify as Qualified Institutional Buyers, as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the 'U.S. Securities Act'), by way of a private placement in compliance with United States federal laws and regulations concerning the offer of financial instruments and with United States laws concerning tender offers, insofar as applicable. Such potential extension of the Offer in the United States would occur by way of a separate offer document restricted to Qualified Institutional Buyers.
This announcement, as well as a copy of the 102 Notice, is published on the Offeror's website (www.unicreditgroup.eu).
It should also be noted that, in order to provide information relating to the Offer, as from 16 December 2024, Sodali, as Global Information Agent for the Offer, shall make available to all BPM's shareholders both a dedicated e-mail address (ops.bancobpm@investor.sodali.com) and telephone numbers for calls from Italian landlines (800 126 341) , from mobiles and abroad (+39 06 85870096), and for WhatsApp (+39 340 4029760), all active from 9:00 to 18:00 CET on weekdays.
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UniCredit CEO Andrea Orcel said: "We consider our initial offer to Banco BPM shareholders to be fair and appropriate, delivering a ca.15-20% premium to the share price of Banco BPM before it was positively impacted by the expectation of its closing in full its offer for Anima and additional M&A speculation.
Also, based on the closing price of last night, Banco BPM is trading at a c. 31% premium to UniCredit on a 2025 consensus P/E basis and a c. 44% premium on a 2026 consensus P/E basis, notwithstanding what we believe to be UniCredit's far greater resiliency and diversification going into a challenging year and 2x higher total distribution yield.
We remain committed to our disciplined approach to all M&A, with any transaction having to prove strategic fit and meeting or exceeding our core financial metrics: it must be value accretive to our shareholders and favorably compare to our alternative of buying back our own stock. Those metrics must be met for any transaction to be successful.
Our share offer for Banco BPM allows shareholders to participate in a great value creation through the realization of efficiencies and synergies while benefitting from a 2x higher distribution yield in 2025 and increasing that positive gap going forward.
UniCredit has and we expect shall continue outperforming all peers, thanks to strong geographical diversification towards attractive countries, high quality revenues, superior operational and capital efficiency as well as investment capacity, an unrivalled capital position and the ability to weather the uncertain environment better than any peer.
Given the robustness of our approach, premium put forward and the situation remaining the same to that existing at the time of our original offer, we are moving forward at such terms. We are in continuous discussions with all relevant stakeholders.
We fundamentally believe in the strategy that underpins UniCredit. A strategy that has delivered consistently over 15 quarters. Our focus has always remained the execution of our vision, our strategy and our plan. M&A is a potential value adding growth accelerator, but only if based on the right metrics".
1Source: FactSet official price (VWAP)