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Bper Banca M&A Activity 2019
4395_rns_2019-08-07_058db9e5-b35e-4177-9bea-482a32f41905.pdf
M&A Activity
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PRESS RELEASE
Approval of the plan of merger by incorporation of Unipol Banca S.p.A. in BPER Banca S.p.A.
Modena, 7 August 2019 - BPER Banca S.p.A. ("BPER" or "Merging Company") communicates that its Board of Directors, on the date hereof, resolved to approve a plan of merger by incorporation (the "Plan") of Unipol Banca S.p.A. ("Unipol Banca" or "Merged Company") with and into BPER. A similar resolution was adopted by the Board of Directors of Unipol Banca on 6 August 2019.
The transaction is envisaged in BPER Group's Business Plan 2019-2021 as part of the initiatives aimed at rationalizing and simplifying the corporate structure with the purpose of achieving an improvement in operating efficiency and cost/revenue synergies.
The Plan will be filed and published with the modalities provided by applicable law, so as to allow the merger process to proceed, only after the obtainment of the authorisation from the competent Supervisory Authority pursuant to Article 57 of Legislative Decree no. 385/93 (Consolidated Banking Act).
The Plan has been drafted in simplified form pursuant to Article 2505 of the Italian Civil Code, as it involves the incorporation of a wholly owned company.
The proposed merger represents a transaction with a related party of BPER and is classified as having "material importance" since it exceeds the threshold of materiality indexes set out in Consob Regulation no. 17221/10 and in BPER's internal regulation included in the "Group policy for the governance of the risk of non-compliance concerning conflicts of interest with related parties and risk activities with associated persons" (available on the website www.bper.it).
With regard to the merger transaction, BPER benefitted from the exemptions pursuant to Article 14 of the aforementioned Consob Regulation. The formalities referred to in the aforementioned internal regulation have been complied with.
BPER Banca S.p.A.
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Contacts:
Investor Relations Gilberto Borghi
www. bper. en
Equity Investments and Special Projects Matteo Bigarelli - Giuseppe La Selva Tel: (+39)059/2022194 Tel: (+39)059/2022172 - (+39)059/2022056 Tel: (+39)059/2021330 gilberto.borghi@bper. it matteo. bigarelli@bper. it - [email protected] eugenio.tangerini@bper. en
External Relations Eugenio Tangerini
BPER Banca S.p.A. with registered office in Modena, via San Carlo, 8/20 - Tax code and registration in the Register of Companies of Modena no. 01153230360 - Company belonging to the VAT GROUP BPER BANCA VAT no. 03830780361 - Share capital Euro 1,542,925,305 - ABI code 5387.6 - Enrolled in the Register of Banks no. 4932 - Member of the Interbank Deposit Guarantee Fund and of the National Guarantee Fund - Parent Bank of the BPER Banca S.p.A. banking group registered in the Register of Banking Groups under no. 5387.6 - Telephone 059.2021111 - Fax 059.2022033 - e-mail: [email protected] - PEC: [email protected] - bper.it - istituzionale.bper.it