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Bper Banca M&A Activity 2020
4395_rns_2020-03-19_7988034d-ebd8-4ac1-9a8c-2c5ac29d3dc0.pdf
M&A Activity
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PRESS RELEASE
Revision of the mechanism for the calculation of the consideration for the acquisition of a going concern from Intesa Sanpaolo
Modena - 19 March 2020. Following the announcement on 17 February 2020 of the agreement entered into with Intesa Sanpaolo S.p.A. ("Intesa Sanpaolo"), related to the acquisition of a going concern (the "Going Concern") by BPER Banca S.p.A ("BPER Banca") in connection with the voluntary public exchange offer (the "PTO") launched by Intesa Sanpaolo on the entire share capital of UBI Banca S.p.A. ("UBI Banca"), a supplementary agreement to the contract entered into with Intesa Sanpaolo was signed today.
The revised agreement envisages a change to the mechanism for the calculation of the consideration to be paid for the Going Concern making it variable according to the prevailing market conditions at the time of the settlement of the PTO1 .
In particular, the consideration to be paid by BPER Banca for the Going Concern, shall be the lower of:
- (i) 0.55 times the amount of the Common Equity Tier 1 of the Going Concern, and
- (ii) 80% of the implied multiple paid by Intesa Sanpaolo for the Common Equity Tier 1 of UBI Banca.
All other provisions and terms of the agreement entered into between BPER Banca and Intesa Sanpaolo on 17 February 2020 remain unchanged.
The acquisition of the Going Concern remains subject to, among others, the settlement of the PTO and the obtainment of the supervisory and antitrust clearances.
BPER Banca S.p.A.
This press release is also available in the storage device. Contacts:
| Investor Relations | Equity Investments and Special Projects | Relazioni Esterne |
|---|---|---|
| Gilberto Borghi | Matteo Bigarelli | Eugenio Tangerini |
| Tel: (+39) 059/202 2194 | Tel: (+39) 059/202 2172 | Tel: (+39) 059/202 1330 |
| [email protected] | [email protected] | [email protected] |
| www.bper.it – https://istituzionale.bper.it/ |
1 Without prejudice to the exchange ratio as announced in the context of the launch of the PTO by Intesa Sanpaolo.
This is a translation into English of the original in Italian. The Italian text shall prevail over the English version.
BPER Banca S.p.A., head office in Modena, via San Carlo, 8/20 - Tax Code and Modena Companies Register no. 01153230360 – Company belonging to the BPER BANCA GROUP VAT, VAT no. 03830780361 – Share capital Euro 1,561,883,844 - ABI Code 5387.6 - Register of Banks no. 4932 - Member of the Interbank Deposit Guarantee Fund and of the National Guarantee Fund - Parent Company of the BPER Banca S.p.A. Banking Group - Register of Banking Groups no. 5387.6 - Tel. 059.2021111 - Telefax 059.2022033 - e-mail: [email protected] - Certified email (PEC): [email protected] - bper.it – istituzionale.bper.it