MILAN (Reuters) – Intesa Sanpaolo (ISP.MI) succeeded in its bid for UBI Banca (UBI.MI) on Tuesday after acquiring two thirds of its target’s shares to pass a vital threshold that leaves it in full control of what will be the euro zone’s seventh-largest bank.
With two days to run before the deadline for a cash-and-shares bid valuing UBI at some 4.1 billion euros ($4.8 billion), Intesa had acquired just under 72% of the bank, despite strong resistance from its management.
Following are key details of the deal:
* Intesa, which is set to add around 3 million clients with the deal, is targeting a 2022 profit of at least 5 billion euros for the combined group, after the coronavirus pandemic forced it to cut its initial goal of more than 6 billion euros.
* Intesa has committed to selling 532 branches of the combined group, including 31 of its own branches, to BPER Banca (EMII.MI) to gain antitrust approval. If the regulator deems that insufficient, Intesa will sell another 17 UBI branches within nine months.
* Intesa will cover gross integration costs of 1.3 billion euros in 2020 with the negative goodwill arising from a purchase price below the target’s book value, which totalled 3.4 billion euros as of June 15 taking into account the BPER deal. Intesa will use another gross 1.8 billion euros to raise UBI’s loan loss provisions and sell 4 billion euros in impaired debts.
* It forecasts around 700 million euros in pre-tax annual synergies from 2024, once UBI is merged into the group.
* After UBI management rejected an original bid, offering 1.7 newly issued Intesa shares for each UBI share, Intesa added a cash sweetener of 0.57 euro a share, a 40% premium on UBI’s price on Feb. 17, the day the bid was announced.
* Intesa intends to pay out as dividends 75% of 2020 profit and 70% of 2021 profit, in line with business plan targets. In presenting the offer it had promised a 2020 cash dividend of 0.2 euros/share, rising further in 2021 but COVID-19 forced it to revert to the business plan’s payout targets.