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UniCredit has attacked the Italian government’s intervention in its hostile takeover bid for rival Banco BPM, criticising its use of powers setting conditions for the deal as “illegitimate”.
In a statement following an Italian court decision on Saturday that handed UniCredit a partial win against Giorgia Meloni’s government seeking to impose stringent conditions for a takeover deal, the Milanese bank said the court’s decision was “unequivocal proof that the way in which [the government’s powers] were used was illegitimate”.
Following a preliminary assessment, the European Commission warned the Italian government on Monday that the use of its so-called golden power “may contravene” EU merger rules.
Imposing conditions on UniCredit’s deal using this power — which enables authorities to review investments in areas of strategic importance — may have been “incompatible” with other parts of EU law, including the free movement of capital, the commission added.
The Italian government said it would respond “in a collaborative and constructive spirit”.
UniCredit, led by chief executive Andrea Orcel, had also on Sunday accused BPM of spreading misinformation about the offer to the detriment of its shareholders in a further escalation of tensions between the rival banks.
BPM had engaged in “unjustifiably aggressive and often misleading communications campaigns”, UniCredit said.
The lender also suggested it would not improve the financial terms of its BPM offer, an option that was on the table in the early days of the bid in November. “In this context of profound uncertainties, BPM shareholders may have been deprived of an option,” it said.
An Italian court on Saturday partially upheld an appeal by UniCredit cancelling government prescriptions on BPM’s post-merger loan-to-deposit ratio and the maintenance of the two lenders’ project finance portfolios in Italy.
However, it ruled the government’s demand that UniCredit had to exit Russia if it wished to complete the takeover, was “totally legitimate” and “there can be no doubt about the fact it is proper”.
The administrative court has no jurisdiction over political decisions.
UniCredit said that “as [stated] by the administrative court, the European Central Bank has the [legal] competence to assess the matter and [we are] currently compliant with the ECB’s requests”.
UniCredit’s exit from Russia has been a big sticking point between the government and lender. The imposition of a fixed loan-to-deposit ratio, which was struck down by the court, had also been strongly criticised by UniCredit. Orcel had warned he was ready to walk away from the deal if the government did not relax its demands.
UniCredit did not say in Sunday’s statement whether it planned to appeal against the decision or ask for a postponement of the offer, which is due to close on July 23.
The court’s decision cancels the previous government decree altogether, leaving the deal in limbo pending a potential redrafting of Rome’s requirements.
UniCredit’s board will have a final say on the deal and could either opt to comply with the government’s updated requirements or walk away.
On Saturday, BPM said in a statement it was pleased with the outcome of the appeal and called on UniCredit to “clarify its intentions” on the takeover. The bank declined to comment on UniCredit’s statement on Sunday.
UniCredit is Italy’s second-largest lender. It launched concurrent takeover bids for BPM and Germany’s Commerzbank last year.
It has significantly reduced its exposure to Russia since the country’s full-scale invasion of Ukraine in 2022, but it remains one of two European lenders to operate a local subsidiary.
Orcel has so far refused to exit the country altogether to avoid incurring a balance sheet hit. The exit would have to be authorised by Russian authorities.
