Ps door in Consob its double countermove to Intesa Sanpaolo. On September 9th the Sienese institute filed the documents relating to the two Ops on Banco Bpm and Banca Generali, the project with which the management team led by Luigi Lovaglio aims to build an industrial alternative to Intesa's takeover bid for Montepaschi. The two offers, both voluntary, full-fledged public exchange offers, are now entering the preliminary investigation phase before the supervisory authority.
A passage that arrives while it is underway in Turin Intesa Sanpaolo's extraordinary meeting, called to approve the Board of Directors' mandate for the capital increase intended to finance the equity component of the MPS takeover bid. The two transactions are therefore proceeding on parallel tracks, but their intertwining could become more closely intertwined in the coming months.
MPS, the exchange ratios of the two takeover bids for BPM and Banca Generali
With the filing with Consob, the following are also put down in black and white: exchange ratios. For Bpm bank, MPS will recognize 1,567 newly issued shares for each security tendered. General Bank The ratio is 6,958 new MPS shares for each delivered share. In both cases, the new shares will have regular dividend rights, the same characteristics as MPS ordinary shares already in circulation, and will be listed on Euronext Milan.
The offers will be launched in Italy and open to all holders of the interested shares. They will not be launched or distributed in the United States, Canada, Japan, and Australia, nor in any other jurisdiction where additional authorizations or formalities are required. In the United States, the shares intended for the exchange will not be registered under the U.S. Securities Act, but MPS reserves the right to subsequently extend the offers to the U.S. market in compliance with local regulations.
However, the filing does not mean that the OPs are already open. The documents can only be published upon end of the investigation provided for by Article 102 of the Consolidated Law on Finance. It will then be possible to know in detail condizioni e membership methods and define the calendar of offers.
From the countermove to the next steps
The two transactions were announced on August 21st, after approval from the board of directors the previous day, in response to Intesa's offer and as part of a plan to create a larger group through the integration with Banco BPM and Banca Generali. The dossier is now moving to the authorization phase and discussions with the two companies' shareholders.
The first key appointment is set for the 29 October, when the extraordinary meetings of Banco Bpm and Banca Generali will be called to decide on the operations. A quorum of 66,67% of the capital will be required for approval. Banco BPM will therefore focus on its position as Crédit Agricole, while Banca Generali is burdened by the 50,2% held by Generali.
The shareholders' vote could also have implications for the Intesa deal. The market regulator has already asked Intesa how it intends to proceed if one or both of the MPS takeover bids are approved. With the approval of the shareholders' meetings, the offers would become irrevocable and could alter the scope of the transaction involving the Siena-based bank.
In this scenario, the bank led by Carlo Messina could be required to supplement its offering prospectus and obtain new approvals and authorizations. The outcome of the October shareholders' meetings thus becomes one of the steps destined to determine the outcome of the challenge for MPS.
