Italy’s BPER Banca has announced a €4.3bn all-share takeover bid for rival Banca Popolare di Sondrio (BPSO), marking the latest in a series of consolidation moves within the country’s financial sector.
BPER, which shares its largest stakeholder insurance group Unipol with BPSO, has proposed an exchange offer of 1.45 newly issued BPER shares for each existing BPSO share.
Based on the official share prices as of 5 February 2025, the offer values each BPSO share at €9.52, representing a 6.6% premium over its latest closing price and a 10.3% premium over its three-month weighted average.
The bank has set a minimum acceptance threshold of more than 50% of BPSO’s share capital to secure majority control.
However, it reserves the right to proceed with a lower acceptance level of at least 35%, which would still allow BPER to exert significant influence over BPSO.
If BPER acquires more than 90% of BPSO’s shares, it has stated that it will not restore the free float necessary for regular trading.
The proposed merger seeks to accelerate growth and enhance value for stakeholders by combining two institutions with similar business models and overlapping customer segments.
Moreover, the integration is expected to generate cost and revenue synergies while maintaining stability within the newly formed banking group.
BPER estimates that the combined entity will achieve a net profit exceeding €2bn by 2027, with a return on tangible equity (RoTE) approaching 15%.
The group will maintain a strong presence in Italy’s most economically developed regions, serving households, private clients, small and medium-sized enterprises (SMEs), and corporate customers.
BPER CEO Gianni Papa said: “This transaction, based on an industrial rationale, represents a unique opportunity to create a leading banking group in Italy, with two complementary banks that have coherent business models and shared values.
“The new group will benefit from a significant scale in terms of clientele, geographic footprint and synergies, creating further value for all stakeholders of both institutions.”
BPER’s board of directors has approved the voluntary public exchange offer.
Subject to regulatory approval and other conditions, the transaction is expected to be completed in the second half of 2025, with full integration expected by the end of the year.
