Banco BPM SpA

M&A Activity • Mar 6, 2017

Informazione Regolamentata n. 1928-47-2017		Data/Ora Ricezione 06 Marzo 2017 18:07:55	MTA
Societa'	:	Banco BPM S.p.A.
Identificativo Informazione Regolamentata	:	85826
Nome utilizzatore	:	BANCOBPMN08 - Marconi
Tipologia	:	IRED 04
Data/Ora Ricezione	:	06 Marzo 2017 18:07:55
Data/Ora Inizio Diffusione presunta	:	06 Marzo 2017 18:22:56
Oggetto	:	MERGER BETWEEN BANCO POPOLARE - SOCIETA' COOPERATIVA AND BANCA POPOLARE DI MILANO S.C. A R.L.: RESULTS OF THE OFFER ON THE STOCK EXCHANGE OF THE SHAR
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THIS PRESS RELEASE AND ANY INFORMATION CONTAINED IN THIS DOCUMENT MAY NOT BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN THE UNITED STATES OF AMERICA, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN TO "PERSONS RESIDENT IN THE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.: RESULTS OF THE OFFER ON THE STOCK EXCHANGE OF THE SHARES SUBJECT TO WITHDRAWAL NOT PURCHASED

Milan, 6 March 2017

Following the notice published on 25 February 2017, Banco BPM S.p.A. ("Banco BPM") announces that, on 3 March 2017, terminated 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"), of the total number of 65,289,263 shares of Banco BPM resulting from the exchange of the shares of Banco Popolare - Società Cooperativa ("BP") and from the exchange 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, and with respect to which the option right and the pre-emptive right have not been exercised (the "Shares").

At the end of the Stock Exchange Offer, no one of the Shares has been purchased.

Banco BPM will communicate, in the manner foreseen by law and, in any case, with a notice that will be published in at least one national daily newspaper and on the website of Banco BPM (www.bancobpm.it), the terms and the conditions governing the settlement of the shares of Banco BPM resulting from the exchange of the shares of BP and from the exchange of the shares of BPM subject to withdrawal due to the approval of the Merger and with respect to which the option right and the pre-emptive right have been exercised.

With reference to the over all no. 65,289,263 Shares with respect to which the option right and the preemptive right have not been exercised and which have not been purchased during the Stock Exchange Offer, the Board of Directors of Banco BPM will consider whether to exercise, having consulted the Statutory Auditors, its right, to limit or to exclude the redemption of such Shares in application of the criterions already specified in the Illustrative Report to the Merger Shareholders' Meeting of BP prepared by the Board of Directors of BP and in the Illustrative Report to the Merger Shareholders' Meeting of BPM prepared by the Management Board of BPM; both these Illustrative Reports, which should be referred to for further details, have been published on 13 September 2016.

This notice will be published, among other things, on the website of Banco BPM (www.bancobpm.it) and, on 7 March 2017, in the daily newspapers "Il Sole 24 Ore" and "MF".

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.

Contacts:

Investor Relations

Roberto Peronaglio +39 02.77.00.2057 investor.relations@bancobpm.it

Comunicazione

Matteo Cidda +39 02.77.00.7438 matteo.cidda@bancobpm.it

Ufficio Stampa Monica Provini

+39 02.77.00.3515 monica.provini@bancobpm.it