Banco BPM SpA

M&A Activity • Feb 23, 2017

Informazione Regolamentata n. 1928-36-2017		Data/Ora Ricezione 23 Febbraio 2017 17:51:21	MTA
Societa'	:	Banco BPM S.p.A.
Identificativo Informazione Regolamentata	:	85389
Nome utilizzatore	:	BANCOBPMN09 - Marconi
Tipologia	:	IRED 04
Data/Ora Ricezione	:	23 Febbraio 2017 17:51:21
Data/Ora Inizio Diffusione presunta	:	23 Febbraio 2017 18:06:22
Oggetto	:	AND BPM: OFFER ON THE STOCK	MERGER BETWEEN BANCO POPOLARE EXCHANGE OF THE SHARES SUBJECT TO WITHDRAWAL NOT PURCHASED
Testo del comunicato

Vedi allegato.

THIS PRESS RELEASE AND ANY INFORMATION CONTAINED IN THIS DOCUMENT MAY NOT BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN THE UNITED STATES OF AMERICA, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN TO "PERSONS RESIDENT IN THE UNITED STATES" (ACCORDING TO THE DEFINITION OF THE UNITED STATES SECURITIES ACT OF 1933) OR IN ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

PRESS RELEASE

MERGER BETWEEN BANCO POPOLARE - SOCIETA' COOPERATIVA AND BANCA POPOLARE DI MILANO S.C. A R.L.: OFFER ON THE STOCK EXCHANGE OF THE SHARES SUBJECT TO WITHDRAWAL NOT PURCHASED

Milan, 23 February 2017

We announce, following the notices published on 31 December 2016 relating to the results of the under option and pre-emptive offer of the shares of Banco Popolare - Società Cooperativa ("BP") and of the shares of Banca Popolare di Milano S.c. a r.l. ("BPM") subject to withdrawal due to the approval by the extraordinary meetings of the two banks of the merger between BP and BPM (the "Merger"), implemented through the incorporation of Banco BPM Società per Azioni ("Banco BPM"), that Banco BPM will carry out the offer on the Italian Equity Market (Mercato Telematico Azionario) organized and managed by Borsa Italiana S.p.A. ("MTA") in accordance with art. 2437-quater, Paragraph 4, of the Italian Civil Code (the "Stock Exchange Offer").

The Stock Exchange Offer will concern a total number of 65,289,263 shares of Banco BPM (the "Shares"), that will be offered on the MTA, compatibly with applicable laws and regulations, as set below:

(i) no. 37,578,990 shares of Banco BPM, resulting from the exchange of the shares of BP subject to withdrawal with respect to which the option right and the pre-emptive right have not been exercised, will be offered on the MTA at a unit price of Euro 3.156 (equal to the unit liquidation value of the shares of BP calculated in accordance with art. 2437-ter of the Italian Civil Code);

(ii) no. 27,710,273 shares of Banco BPM, resulting from the exchange of the shares of BPM subject to withdrawal with respect to which the option right and the pre-emptive right have not been exercised, will be offered on the MTA at a unit price of Euro 3.1406, calculated by multiplying the unit liquidation value of the shares of BPM previously determined in accordance with art. 2437-ter of the Italian Civil Code (i.e. Euro 0.4918) by the exchange ratio of the shares of BPM determined in relation to the Merger (i.e. 6.386).

The Stock Exchange Offer will take place through Banca Akros S.p.A. during the trading sessions from 27 February 2017 until 3 March 2017 (included), except in the event of an early closing (the "Offer Period"). The total number of shares will be offered during the first trading session; any shares that are not sold during the previous trading sessions will be offered during the following trading sessions.

Please note that Banco BPM reserves as of now the right to extend the duration of the Offer Period, giving communication to the market and to the public under the terms provided by the applicable regulation and, in any case, by notice to be published in at least one national newspaper and on the website of Banco BPM (www.bancobpm.it) by the closing date of the Offer Period (i.e., by 3 March 2017).

The shares purchased during the Stock Exchange Offer will be credited to the accounts held by the authorized intermediaries registered with the centralized securities clearing system of Monte Titoli S.p.A. and will be available as from the second trading day following the purchase date.

This notice will be published, among other things, on the website of Banco BPM (www.bancobpm.it) and, on 25 February 2017, in the newspapers "Il Sole 24 Ore" and "MF".

Contacts:

Investor Relations Roberto Peronaglio +39 02.77.00.2057 investor.relations@bancobpmspa.it Communications Matteo Cidda +39 02.77.00.7438 matteo.cidda@bancobpmspa.it Press Office Monica Provini +39 02.77.00.3515 monica.provini@bancobpmspa.it

This press release is for informational purposes only and is not intended to be or constitute an offer to sell or a solicitation of an offer to subscribe for or buy or an invitation to buy or subscribe for any share or the solicitation of any vote in any jurisdiction as a result of the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of shares in any jurisdiction in contravention of applicable law.

This press release does not constitute an invitation to invest in Italy, according to art. 1, letter t) of Legislative Decree no. 58 of 24 February 1998, as subsequently amended. The provision, publication or distribution of this press release in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions in which this press release is issued, released or distributed should inform themselves and observe such restrictions.

This press release may not be forwarded or distributed to any person or address in the United States of America. Failure to comply with this directive may result in a violation of the Securities Act of 1933 or applicable laws in other jurisdictions.

This press release is not intended to constitute an offer or sale to persons in the United States as defined in the Securities Act of 1933 of the United States of America, as amended (the "Securities Act") or a solicitation of votes. The shares referred to herein have not been and are not currently intended to be registered under the Securities Act or other state law on the shares and any representation to the contrary is a violation of the law. The shares referred to herein may not be offered or sold in the United States of America or for the account or benefit of persons resident in the United States, both as defined in Regulation S under the US Securities Act 1933.