Banco Popolare Società Cooperativa and Banca Popolare di Milano Scarl said March 23 that they signed a memorandum of understanding to merge to create the third-largest bank in Italy.
The merger, which will give the combined company a national market share in terms of branches of more than 8%, will take place via the incorporation of a new bank holding in the form of a joint stock company.
Banco Popolare shareholders will have a 54% stake in the new company, with current BPM shareholders owning the remainder.
Banco Popolare and BPM will transform from cooperative banks into joint-stock companies in line with the provisions envisaged in the reform of the cooperative banks. The corporate governance will be based on a traditional management and …show more content…
Current Banco Popolare General Manager Maurizio Faroni will take on the same role at the merged bank.
Domenico De Angelis and Salvatore Poloni will be co-general managers.
The articles of association of the company will provide for a limitation on voting rights such that a single shareholder cannot be individually entitled to voting rights exceeding 5% of the share capital. This provision will expire March 26, 2017, in accordance with the term envisaged by the Popolari reform.
The merger is conditional on Banco Popolare completing a €1.00 billion capital increase, which is expected to be conducted ahead of the banks' extraordinary general meetings to approve the merger.
These meetings are expected to take place by Nov. 1, with the merger, subject to regulatory approvals, set to complete by December.
Mediobanca – Banca di Credito Finanziario SpA and Bank of America Merrill Lynch, acting as sole global coordinators, have undertaken to underwrite the capital increase in the form of a pre-emptive offering to
Banco Popolare shareholders. The bank plans to convene an extraordinary general meeting to approve the capital increase by May.
The proposed merger also involves the spin-off of certain assets, including the branches of BPM
The merger, which will give the combined company a national market share in terms of branches of more than 8%, will take place via the incorporation of a new bank holding in the form of a joint stock company.
Banco Popolare shareholders will have a 54% stake in the new company, with current BPM shareholders owning the remainder.
Banco Popolare and BPM will transform from cooperative banks into joint-stock companies in line with the provisions envisaged in the reform of the cooperative banks. The corporate governance will be based on a traditional management and …show more content…
Current Banco Popolare General Manager Maurizio Faroni will take on the same role at the merged bank.
Domenico De Angelis and Salvatore Poloni will be co-general managers.
The articles of association of the company will provide for a limitation on voting rights such that a single shareholder cannot be individually entitled to voting rights exceeding 5% of the share capital. This provision will expire March 26, 2017, in accordance with the term envisaged by the Popolari reform.
The merger is conditional on Banco Popolare completing a €1.00 billion capital increase, which is expected to be conducted ahead of the banks' extraordinary general meetings to approve the merger.
These meetings are expected to take place by Nov. 1, with the merger, subject to regulatory approvals, set to complete by December.
Mediobanca – Banca di Credito Finanziario SpA and Bank of America Merrill Lynch, acting as sole global coordinators, have undertaken to underwrite the capital increase in the form of a pre-emptive offering to
Banco Popolare shareholders. The bank plans to convene an extraordinary general meeting to approve the capital increase by May.
The proposed merger also involves the spin-off of certain assets, including the branches of BPM