The government wants UniCredit to disclose the full terms of its exchange offer for Banco Bpm under the ‘golden power’ rules that EU governments can use to screen investments in strategic sectors.
This was reported by some sources.
Two people familiar with the situation, who asked not to be named, said the government rejected UniCredit’s request for pre-notification of the Banco Bpm deal.
The move suggests that UniCredit will have to wait a long time for approval of its unsolicited 10 billion euro all paper offer. According to a third source, this could help Banco Bpm consolidate its defense.
A long review could complicate the plans of UniCredit CEO Andrea Orcel, who also acquired a stake in Commerzbank and said the timing of the two potential takeovers will not overlap.
UniCredit currently did not respond to a request for comment.
The bank’s bid for Banco Bpm has irked Rome as it could jeopardize its plans to broker a merger between Banco Bpm and Monte dei Paschi di Siena to create a competitor to biggies UniCredit and Intesa Sanpaolo.
Companies tend to use a pre-notification to check whether a proposed acquisition falls under the golden power legislation so that they can simplify and speed up procedures for deals that the government does not consider strategic.
Golden power rules, designed at the EU level to fend off unwanted non-EU buyers, were developed during the Covid-19 pandemic to protect key companies if valuations plummeted. Some countries, including Italy, have applied the rules to the banking sector.
Under the ‘full disclosure’ request, Premier Giorgia Meloni’s office will be able to request contracts and examine all aspects of the potential UniCredit-Banco Bpm transaction.
Golden power rules vary in European Union countries. In Germany, for example, the government screens non-German buyers only for very specific defense activities, such as weapons and military equipment companies or encryption technology companies.
A German government source told Reuters that Berlin will not screen UniCredit’s investment in Commerzbank.
In Italy, the government reserves the right to screen any decision or transaction involving changes in the ownership, control or availability of strategic assets in the energy, health care, finance and other sectors.
However, Rome still has limited leeway to intervene in UniCredit’s acquisition of Banco Bpm because EU treaties promote the free movement of capital in the bloc.
Last week, Banco Bpm asked Consob to take measures to protect the bank’s stakeholders, complaining that UniCredit’s offer, with a premium of just 0.5 percent, might simply be a way to jeopardize Banco Bpm’s proposed purchase of Anima.
(Translated by Laura Contemori, editing Sabina Suzzi)