On 14th February 2022, BPER announced the signing of the acquisition agreement relating to the controlling interest of approximately 80% of the share capital of CARIGE held by the Interbank Deposit Guarantee Fund (“FITD”) and the Voluntary Intervention Scheme (“VIS” and, together with FITD, the “Sellers”). Key terms of the deal include:
- the acquisition by BPER of 80% shareholding in CARIGE held by the Sellers for a consideration of €1;
- prior to closing of the Acquisition (the “Closing”), FITD shall make a capital contribution of €530m to CARIGE to provide it with the necessary resources to cover, inter alia, the: (i) costs relating to the integration of CARIGE into BPER, (ii) de-risking actions on the entire loan portfolio and (iii) charges potentially arising from the early termination of certain commercial and operational agreements;
- after the Closing, launch of a mandatory public purchase offer by BPER on the remaining share capital of Carige, for a price of €0.80 per share (c.€126m)
- The signing follows four weeks of exclusivity, after completion of the confirmatory due diligence conducted on CARIGE by BPER and granted upon the submission of a NBO on 9th January 2022 to the Sellers.
Closing, which is subject to obtaining the necessary regulatory and statutory authorisations, is expected to occur by 30th June 2022, so as to enable BPER to benefit from the conversion of Deferred Tax Assets (“DTA”) on CARIGE’s tax losses into tax credits.
The deal represents a significant transaction for the Italian banking sector which paves the way to a new phase of consolidation, definitively resolves CARIGE's issues and enables BPER to grow in regions where currently has a limited footprint while continuing to preserve BPER capital strength.
Mediobanca acted as financial advisor to BPER supporting the Board of Directors throughout the whole decision process
The transaction reaffirms Mediobanca’s leading role in the Italian financial sector and its deep knowledge of the FIG industry having been involved in all the recent relevant transactions in the Italian banking industry.