UniCredit drops bid for Banco BPM blaming Italy's government

By Valentina Za, Giuseppe Fonte and Elvira Pollina

MILAN (Reuters) -Italy's UniCredit withdrew its takeover bid for smaller rival Banco BPM on Tuesday, blaming government intervention for scuppering the 15 billion-euro ($17 billion) deal.

UniCredit's swoop on BPM, and a similar hostile bid by Spain's BBVA for Sabadell, which also faces state opposition in Madrid, have seen European governments emerge as key players in European banking mergers. 

While European authorities have urged the bloc's players to gain scale to counter expanding U.S. rivals, some governments are reluctant to sanction deals that may lead to job losses or excessively distance lenders from local communities. 

"This is a missed opportunity not only for BPM stakeholders but also for Italy’s businesses, communities and wider economy," UniCredit said in a note.

The decision comes after Italy's markets watchdog on Tuesday, for a second time in two months, decided a 30-day suspension of the offer saying disputes over the government's conditions for a deal created excessive uncertainty.

Three people familiar with the matter told Reuters that UniCredit had been ready to ditch the all-share bid ahead of the Consob watchdog's decision, as the regulator had not been expected to grant a full extra month.

UniCredit said Consob's decision, though welcome, was not enough to get to a situation where all uncertainty around the bid would be removed.

The sources said concerns over UniCredit's strained relations with the government had prevailed within the board.

The withdrawal marks a setback for UniCredit CEO Andrea Orcel, a veteran dealmaker UniCredit hired in 2021 for his merger and acquisition skills.

UniCredit could resubmit the bid in the future if Banco BPM fails to join in the consolidation frenzy gripping Italian banks.

UNCERTAINTY

Italy's second-biggest lender had challenged in court the conditions imposed by Italy on the deal on grounds of national security, saying they would damage the enlarged company. 

A court ruling this month axed some of the conditions, but left intact a demand that UniCredit cease operations in Russia, apart from payments handled for Western companies.

The European Commission has also criticised Rome's interference in the deal, saying that it could order the government to forgo the conditions altogether.

Consob said in Tuesday's decision that the uncertainty caused by the court ruling and the Commission's scrutiny made it too hard for BPM shareholders to take a view on the offer.

Prior to the suspension, the offer had been due to expire on Wednesday. With Banco BPM's market capitalisation higher than the bid's value, at 15.4 billion euros, take-up stood at just 0.5%.

UniCredit unveiled its offer in November, with Orcel saying the bank could not be sidelined as the sector embarked on long-awaited consolidation. 

UniCredit has also expressed an interest in tying up with Germany's Commerzbank, acquiring a 20% equity stake and a further 9% in derivatives, a move staunchly opposed in Berlin.

($1 = 0.8554 euro)

(Additional reporting by Stefano Bernabei in Rome and Andrea Mandala in Milan; Editing by Keith Weir, Mark Potter, Matthew Lewis and Daniel Wallis)