Italy-based commercial bank. The transaction was structured as a merger through the incorporation of a new banking holding under Italian laws and regulations. The NewCo, established in the form of joint stock company, will operate both as a bank and as a holding company with operating functions. Through the Merger, Banco Popolare and BPM transformed from cooperative banks into joint stock companies in line with the provisions envisaged in the Italian reform of the cooperative banks. The execution of the Merger gave the shareholders of Banco Popolare and BPM who have not participated to the approval of the Merger, the right to exercise the withdrawal right. Banco Popolare carried out a capital increase, for a total amount of EUR 1bn.
DEAL TERMS
Following BP capital increase with the issuance of 465.6m new shares the exchange ratios of the merger are 1 NewCo share for each share of BP and 1 Newco share for each 6.386 BPM shares (or 0.15659 BP share per 1 BPM share)
This exchange ratio values BPM at EUR 0.3351based on BP closing share price of EUR 2.14 as of 30 June 2016, one day prior to the announcement of the exchange ratio. Based on BP share price of EUR 5.4 one day prior to the announcement on 23 March 2016, BPM is valued at EUR 0.84564.
◾ The offer price represents a premium of 19% over BPM closing share price as of 22 March 2016, one day prior to the announcement.
◾ The offer price represents a premium of 31.8% over BPM closing share price as of 23 February 2016, one month before the announcement.
Colombo & Associati
Advised in the sale of
Banca Popolare di Milano Scarl
to