Intesa launches Ops on Ubi. Messina: 'Offer creates value for everyone'

Intesa Sanpaolo is still the protagonist of the banking risk with a surprise offer on Ubi bank , which has just presented its new business plan to 2022. The bank led by Carlo Messina launched a voluntary public exchange offer on the whole of Ubi's shares overnight. bank . An operation, not agreed but not even hostile, aimed at "consolidating the leadership" of Cà de Sass in the banking sector with a group capable of making profits in excess of € 6 billion by 2022.

"The operation opens a new chapter in the history of the group : we want to combine two excellences of our banking system, Intesa Sanpaolo and UBI Banca, to create a new leader in sustainable and inclusive growth", says Carlo Messina, CEO of Intesa Sanpaolo, commenting on the operation. "Together - Messina assures us - we will create a European leader capable of reaching a net profit of over 6 billion euros in 2022". "We surprised you by launching this public exchange offer on Ubi Banca, we believe it will create value for all stakeholders" . This was said by the CEO of Intesa Sanpaolo, Carlo Messina, opening the conference call to present the offer on Ubi. "We decided to do this - he added - because we look to the future". The transaction has a "limited execution risk" and "will strengthen the ability to create value for all stakeholders". We have chosen to launch an oops on Ubi bank because "Ubi is the best medium-sized bank both in terms of budget and dedication to the real economy and sustainability, I am a small Intesa Sanpaolo". Intesa CEO Carlo Messina said this in conference call with analysts. "We want the two best Italian players to grow together and create a European leader in lending, wealth management and protection and in social and inclusive growth". "The operation will have no cost to shareholders. Our synergy estimates - he added - are based on a prudential forecast".

Sale of Ubi impaired loans for 4 bln in 2021 - In 2021 a transfer of a portfolio of impaired loans of Ubi Banca is envisaged, consisting of positions with high coverage, equal to 4 billion gross. This can be read in the presentation slides of the transaction between Intesa Sanpaolo and Ubi bank. Intesa Sanpaolo, with the completion of the transaction with Ubi, envisages an impact of impaired loans on overall loans, gross of value adjustments, reduced to a level below 5%, equal to a level below 4% based on the Eba definition, in 2021, better than the target of Intesa Sanpaolo's 2018-2021 Business Plan. In 2020 adjustments to additional credits (1.2 billion net of taxes) using part of the negative goodwill resulting from the transaction.

The public exchange offer of Intesa Sanpaolo on Ubi inflames the list of Piazza Affari . Intesa earns 3% at 2.6 euros, Ubi readmitted to trade rises by 28% to 4.47 euros abundantly above the value attributed by the exchange of the operation (10 Ubi shares for 17 Intesa shares). Bper involved in the transaction with the purchase of the branches sold 1.38% to 4.57 euros; Unipol which will take over the insurance part of Ubi runs up 2.08% to € 5.38 and drags UnipolSai (+ 1.03%).

Bazoli, I was not involved in the decision on Ubi - "I do not intend, at least for the moment, to give any comment, except to specify that I knew the decision of Intesa Sanpaolo last night, at the time of communication to the markets, because those responsible of the bank have considered - I believe correctly, given my position and my history - not to involve me in any way in the decision ". This was stated by the president emeritus of Intesa Sanpaolo, Giovanni Bazoli.

THE OFFER - For every 10 Ubi Banca shares brought in acceptance of the offer, 17 newly issued ordinary shares of Intesa Sanpaolo will be paid, thus valuing Ubi 4.86 billion euros. The figure corresponds to a premium of 27.6% on the stock market values ​​of Friday 14 February equal to 3.3333 euro. The board of directors of Intesa Sanpaolo will submit the proposed share capital increase to the offer to the extraordinary shareholders' meeting convened for 27 April. With the completion of the offer, Intesa will have access to over 3 million customers, including retail, SMEs and private distanding, of Ubi Banca. UnipolSai has already reached an agreement with Cà de Sass to take over, in the event of a successful tender offer, the business units of the insurance companies Banca Assurance Popolari, Lombarda Vita and Aviva Vita, owned by Ubi Banca. The Bolognese insurance group will then support a one billion euro increase for Bper of which it is the first shareholder for 19.9%. The bank led by Alessandro Vandelli has signed a contract with Intesa which provides for the purchase of a business unit consisting of 1.2 million customers distributed over 400/500 branches located mainly in northern Italy. Within twenty days from February 17, Intesa Sanpaolo will present the offer document to Consob and at the same time the requests for obtaining authorizations from the ECB, the Bank of Italy, Ivass and the foreign authorities involved in the operation. . The aim of the offer is to acquire the entire share capital of Ubi and the subsequent delisting and merger. Intesa Sanpaolo believes that the withdrawal of the actions will favor the "objectives of integration, creation of synergies and growth of the group".