(Alliance News) – Banca Popolare di Sondrio Spa has voiced significant concerns over the public exchange offer launched by BPER Banca Spa, arguing that the proposed valuation “does not reflect the bank’s true value.”
The statement released by the Valtellina-based institution highlights a series of critical issues regarding the terms of the deal as well as its industrial and financial rationale.
First and foremost, the offer was announced before the presentation of Sondrio’s new 2025-2027 industrial plan–an element that, according to the bank, negatively affects the quality of BPER’s assessment.
The analysis, the statement notes, relies on a narrow and historically conservative consensus that has often underestimated BP Sondrio’s actual results.
The implicit premium of the offer is considered modest: BPER is offering a 6.6% increase over BP Sondrio’s share price at the close of February 5, the day before the announcement. However, the target bank points out that this level is well below market standards, where similar deals typically carry average premiums of around 27%, rising to over 50% in cases of hostile takeovers or high-synergy transactions. Recent examples cited include the Intesa Sanpaolo-UBI Banca and Crédit Agricole-Credito Valtellinese deals.
Additionally, BPER’s offer is entirely in shares, resulting in a dilutive effect for BP Sondrio shareholders, both in terms of expected dividends for 2025 and the total dividends projected for the 2025-2027 period, due in part to the differing payout ratios between the two banks.
Strategically and operationally, the integration presents numerous uncertainties. The minimum acceptance threshold for the offer–50% plus one share (or, alternatively, at least 35% plus one)–does not eliminate the risks associated with completing the transaction.
According to Sondrio, BPER has not provided any joint industrial plan nor a detailed analysis of expected synergies or potential employment impacts in the Valtellina area.
BP Sondrio also points to a lack of transparency from the bidder, who has drafted a combined business plan solely for regulatory purposes, without sharing it with the bank or its shareholders.
Sondrio further notes that even BPER’s stand-alone plan, “B:Dynamic Full Value 2027,” presented in October 2024, lacks annual details or comprehensive projections, making it even harder for the market to make an informed assessment.
Finally, BP Sondrio reminds shareholders that accepting the offer, despite lacking a cash component, constitutes a taxable event for capital gains purposes, requiring shareholders to cover the resulting tax liabilities themselves.
In conclusion, BP Sondrio reaffirms the strength of its stand-alone position, emphasizing its unique value characteristics and promising growth prospects, and urges shareholders to carefully consider the risks, uncertainties, and financial implications associated with accepting BPER’s offer.
By Giuseppe Fabio Ciccomascolo, Alliance News senior reporter
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