Published by Global Banking & Finance Review®
Posted on February 17, 2025
3 min readLast updated: January 26, 2026
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UniCredit warns it may retract its Banco BPM offer if Anima bid costs rise, as BPM seeks shareholder approval to increase the bid price.
By Valentina Za and Andrea Mandala
MILAN (Reuters) -UniCredit reminded Banco BPM shareholders on Monday it could withdraw its buyout offer for their bank if BPM investors agreed to back a more costly bid for fund manager Anima Holding.
BPM last week proposed to pay more for Anima Holding, which it needs to buy to reach higher profit and payout targets it has set as it tries to fend off UniCredit's takeover. The proposal needs approval from Banco BPM shareholders.
An Anima acquisition would further boost BPM's market value which, at 13.2 billion euros ($13.83 billion), is already well above the 10 billion euros UniCredit offered in November in its all-share bid.
UniCredit CEO Andrea Orcel this month said he had no intention of overpaying for targets, and promised higher payouts to the bank's investors if he ends up ditching the BPM bid and also not pursuing a deal with Commerzbank, in which UniCredit has so far built a 28% stake.
Based on the conditions UniCredit has set for its BPM offer, a higher price tag for Anima gives UniCredit the right to walk away.
Italy's second-biggest bank said in a statement it had not taken any decision, but wanted to make sure Banco BPM shareholders had "full awareness of the risks and uncertainties underlying the proposals that have been made to them and of the possible consequences of their decisions".
UniCredit also warned investors about the hit to Banco BPM's core capital ratio should the rival fail to secure a favourable capital treatment from the European Central Bank on the Anima acquisition.
Speaking to Bloomberg TV on Monday, Banco BPM CEO Giuseppe Castagna said UniCredit had made "very dangerous allegations".
"I think he's trying to influence the shareholder vote in the assembly," Castagna said. "The guy is trying to play a game. He's very good at that. They want to depress our stock in favour of his stock, but we will respond also legally to this kind of allegation."
Banco BPM's shareholders vote on February 28 on BPM's proposal to align the bid's price to the market price, to increase its chance of success.
BPM will also ask shareholders to allow it to pursue the bid before knowing the ECB's answer on the favourable capital rules.
If Banco BPM secures shareholder approval to increase the price, two leading Anima investors, Poste Italiane and private equity fund FSI, have already said they would sell their stakes to BPM.
($1 = 0.9547 euros)
(Editing by Barbara Lewis)
The article discusses UniCredit's potential withdrawal of its Banco BPM offer if the costs of BPM's Anima bid increase.
Why is Banco BPM proposing a higher bid for Anima? To achieve higher profit and payout targets.
What is the significance of the shareholder vote? It will determine if BPM can proceed with a higher Anima bid.
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