Voluntary Public Exchange Offer launched by Intesa Sanpaolo on all UBI Banca ordinary shares

Intesa Sanpaolo S.p.A. (“Intesa”) launched a Voluntary Public Exchange Offer on all of the ordinary shares of Unione di Banche Italiane S.p.A. (“UBI Banca”) (the “Offer”), aimed at the de-listing and subsequent merger.

Intesa to offer 17 newly issued ordinary shares for every 10 shares tendered, equivalent to an exchange ratio of 1.70x, implying a price of €4.254 for each UBI Banca share and a total consideration of c. €4.9bn, which represents a premium of c. 28% based on the volume weighted average share price of UBI Banca as at 14 February 2020.

Intesa to convene an EGM to mandate the Board of Directors to issue new ordinary shares to be exchanged in the context of the Offer.

Moreover, Intesa has signed a binding agreement with BPER Banca S.p.A. (“BPER”) to sell for cash a portion of the combined branch network to pre-emptively address potential antitrust issues:

  • The agreement to include the banking network only (branches and related assets and liabilities), in the region of 400-500 of the combined group’s branches
  • Consideration equal to 0.55x the CET1 capital allocated to the identified banking network
  • BPER to call an EGM to approve a €1,000m rights issue, already fully pre-underwritten by Mediobanca.

Furthermore, Intesa has signed a binding agreement with UnipolSai Assicurazioni Group (“Unipol”) to sell for cash certain insurance activities related to the branch network being part of the agreement with BPER.

The deal represents a milestone transaction which paves the way to a new phase of consolidation in the European banking landscape and creates a European leading bank with strong Italian footprint.

Mediobanca acted as sole financial advisor of Intesa providing value-added advisory in structuring the overall transaction and supporting Intesa management in the negotiations between Intesa and BPER as well as between Intesa and Unipol.

Furthermore, Mediobanca will act as Sole Global Coordinator and Bookrunner of BPER rights issue.

The transaction confirms Mediobanca’s strong expertise in the FIG sector both in M&A and ECM, while reiterating its long-standing relationship with Intesa, BPER and Unipol.

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