The stock of Banca Popolare di Sondrio shines in Piazza Affari (+ 3.34% to € 3.964), fresh from the transformation into a Spa in recent weeks and probable next prey of the Bper Banca-Carige duo. In fact, the FITD Management Committee decided this week to grant the Emilian institute an exclusive period of 4 weeks for the completion of the due diligence aimed at acquiring the share (80%) in Carige no later than February 15th.
Bper confirmed the strategic and industrial value of the transaction, as well as the new terms of the non-binding offer: capital payment by the FITD and the Voluntary scheme for 530 million euros and subsequent acquisition of the stake by Bper in 1 EUR; takeover bid on the residual stake in the Ligurian institute not held by the FITD in Carige at 0.80 euros, the price at which the share is now aligned (-0.15% to 0.79 euros), while the Bper share falls by 1 , 55% to 1.90 euros.
The main differences compared to the offer of 14 December concern the reduction of the capital increase requested from the FITD from 1 billion to 530 million, the acquisition for 1 euro of the 80% stake in the bank against 88.3 previous%, the residual tender offer on approximately 20% of the bank’s capital against the previous 11.7%, with a disbursement, in the event of complete adhesion, of 120 million (70 million before).
Bper then reiterated the guidelines of the operation (neutrality on capital, improvement of asset quality, eps growing from 2023), specifying that the review of the offer was possible following the extension of the deadline for the conversion of the DTA (deferred tax assets) in tax credits and access to an information set on Carige which made it possible to estimate lower costs both for restructuring and for the termination of contracts between the Ligurian bank and commercial partners.
Based on the estimates of Equita Sim, the combined entity would have a Cet1 in the area of ​​13%, an Npe ratio below 5%, a growth in the “mid single digit” eps in 2023 and above 2024, with a return on tangible equity (Rote) in 2023 which would drop from the current 7.1% to 6.3%, while the tangible price / capital multiple would go from 0.4 to 0.35 times. At Equita, Bper’s move seems effective and with good timing, as well as creating the conditions for the creation of a third banking center in Italy: Bper Banca capitalizes on 2.7 billion euros, Carige 0.599 billion, if the Popolare di Sondrio (1.73 billion) would reach approximately 5 billion euros.
Bper is an asset bank of over 130 billion euros and Carige of 20 billion. With Popolare di Sondrio, the Bper group would be worth more than 200 billion euros in terms of total assets, becoming much larger than Banco Bpm, which is now the third Italian banking competitor, Bestinver Securities stressed, recalling that the completion of the acquisition control of Carige was set by 30 June this year, thus benefiting from the conversion of DTAs into tax credits. “Immediately after, therefore after the first half of this year, Bper could start looking at its next target: the Popolare di Sondrio,” said Bestinver, who believes this new deal is very likely, given that Bper’s main shareholder, Unipol (+ 0.08% to € 4.90 on the stock exchange today),
“We believe that Bper will open the dossier of Popolare di Sondrio not before the end of 2022, once the acquisition of Carige has been digested; among other things, the former popular doesn’t really need a bailout and, above all, there are no DTA to be exploited; in other words, there is not the same rigid timeframe for concluding an agreement as in the case of Banca Carige “, Bestinver specified.
Considering that the agreement with Carige should be finalized no earlier than the end of June 2022, any hypothesis on a possible exchange relating to a possible merger, according to Bestinver, “entirely on paper with Sondrio, seems a bit risky / aggressive” . By the way, della Popolare di Sondrio, the broker continued, and an over-capitalized peer (Cet1 fully loaded of 16.44% in the first nine months of 2021, actually the highest in Italy), which implies that it could use the its capital to further improve its asset quality base (gross / net NPE ratio in the first 9 months of 2021 equal to 7% / 3%) or to increase its payout before the start of the alleged merger with Bper.
“As a general rule, we would consider a t-NAV valuation over 0.5 times for Popolare di Sondrio: 4 euros per share, or approximately 2 Bper shares for each share of Popolare di Sondrio as a minimum level to convince its shareholders to give the green light for the operation. But once again we underline that it may be too early to hypothesize the exchange, given the too many parties involved in the deal. A cash component such as in Intesa Sanpaolo’s offer on Ubi Banca can change this relationship “, he said. pointed out Bestinver.
Last but not least, Bestinver reported that between the first nine months of 2020 and the first nine months of 2021 Bper’s total assets rose from 93 to 134 billion euros, which represents a massive increase in size. to digest: “despite the ability demonstrated in the past to manage consolidation operations, an excessive propensity for M&A can compromise Bper’s ability to manage the usual problems deriving from external growth opportunities and affect its profile of organic generation of capital “warned Bestinver. (All rights reserved)

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