Published by Global Banking & Finance Review®
Posted on July 12, 2025
3 min readLast updated: January 22, 2026
Add as preferred source on GoogleAn Italian court has altered conditions for UniCredit's Banco BPM bid, maintaining the demand to exit Russia, leaving uncertainties unresolved.
By Valentina Za, Giuseppe Fonte and Francesca Landini
MILAN (Reuters) -An Italian court has scrapped some of the conditions Rome had set to clear UniCredit's takeover offer for Banco BPM, except a request that it stop operating in Russia - which the Milan-based lender may struggle to comply with.
The court's ruling published on Saturday fails to dispel uncertainty around the bid, which UniCredit first announced in November and formally launched in April, opening up a battlefront with Italy's conservative government.
A representative for UniCredit said the government would now need to issue a new law decree.
"UniCredit continues to evaluate the evolving situation and will take all relevant next steps in a timely manner," the spokesperson added.
CEO Andrea Orcel was quoted as saying on Friday that a partial annulment of the government's decision could still leave the bank unable to pursue the offer.
UniCredit's BPM bid is one of a dozen takeover offers reshaping Italian finance. Like BBVA's bid for Sabadell, which has met resistance in Madrid, it has seen the government emerge as a key player in banking consolidation.
UniCredit also faces strong opposition from Germany's government over its investment in Commerzbank.
Italy has invoked national security reasons for its decision, a stance that has drawn scrutiny from European Union authorities.
"There can be no doubt about the properness" of the order to leave Russia, which is "totally legitimate," the court said in its ruling.
Following supervisory demands, UniCredit has sharply cut its exposure to Russia, but it still runs a local subsidiary and needs approval from Russian authorities to leave the country.
A Treasury official said Rome was satisfied with the ruling, since the court recognised as lawful the order to quit Russia, deemed the most important of the conditions.
UniCredit has been told to cease its activities in Russia by early 2026, apart from payments handled for Western companies.
The court axed a government's request that UniCredit keeps Banco BPM's loan-to-deposit ratio unchanged for five years, and that it maintains both its own and Banco BPM's project finance portfolios in Italy.
It made non-mandatory a requirement for UniCredit to keep investments in Italian securities at BPM-owned fund manager Anima Holding.
Italy set its terms in April using the government's so-called "golden power", which lets it intervene in transactions involving companies deemed strategic.
UniCredit in November bid for Banco BPM after the latter became a shareholder in Monte dei Paschi di Siena, fuelling speculation that the government was advancing long-held plans to promote a combination of the two banks.
Banco BPM has rejected UniCredit's approach as hostile and on Saturday it asked its suitor to clarify its intentions.
(Editing by Sharon Singleton, Tomasz Janowski, Peter Graff and Hugh Lawson)
The court scrapped some conditions set by Rome for UniCredit's takeover offer for Banco BPM, but upheld the requirement for UniCredit to exit Russia.
The ruling adds uncertainty to UniCredit's bid as it still faces challenges, particularly regarding its operations in Russia, which must cease by early 2026.
A Treasury official stated that Rome was satisfied with the ruling, particularly because it recognized the legality of the order for UniCredit to exit Russia.
While some conditions were lifted, UniCredit remains constrained by the requirement to cease operations in Russia, which complicates its takeover strategy.
UniCredit faces opposition from the Italian government and must navigate national security concerns, alongside scrutiny from EU authorities regarding its investment strategies.
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