Bper aims straight at Carige, extending a hand to the major shareholder Fitd (Interbank Deposit Protection Fund) which, by statute, cannot comply with one of the conditions set by the Modenese bank led by Piero Montani: that of recapitalizing the Ligurian institution in advance with an injection of 1 billion euros. On the other hand, the no of the Fund led by Salvatore Maccarone to the expression of interest on Carige presented by Bper was not even a real refusal. In writing that “the expression of interest presents terms and conditions to be explored which, at present, in particular, as regards the level of recapitalization required for Carige, does not comply with the statutory provisions (Article 35) relating to interventions of the type in question “, the Fitd had in fact shown a certain openness, in any case, to study the proposal well (” deepen “). And this opening was welcomed by Bper which, in the note issued yesterday following the board meeting, confirmed its willingness (towards the Fund) “to provide the requested clarifications
and to carry out the investigations deemed necessary, as well as to jointly verify the assumptions underlying the Offer; all in the context of an adequate exclusivity regime “. It is worth noting how Bper’s interest in Carige is also confirmed by the fact that, in the note just issued, the temporal conditions initially requested disappeared “on the day of the presentation of the expression of interest. In fact, the original press release underlined that the offer would lapse if the Fitd had not granted Bper an exclusive period by December 20, or if the parties had not signed a Memorandum of Understanding by December 31. binding (MOU).
These time stakes have been removed, most likely to give Bper time to understand where it could gather the necessary resources to ensure that, before its purchase, Carige is recapitalized. “As part of the operation – read the press release dated 14 December last, with which Bper proposed a deal in the style of Intesa SanPaolo-Venetian banks, offering 1 euro for the stake held by both the first Fitd shareholder and the second, Cassa Centrale banks, – the following are envisaged: before the Closing, a capital payment by Fitd of an amount equal to Euro 1 billion in Carige functional to endow the latter with the necessary resources to cover “various charges, including those of integration of Carige into Bper, and the restructuring costs. Returning to why the Fund cannot satisfy the requirement of the recapitalization of Carige for an amount of 1 billion, it was Fitd himself who explained what its statute establishes. In particular, article 35 of the statute establishes that the preventive measures referred to in this article – or those “aimed at preventing or overcoming the state of failure or risk of failure of a consortium bank authorized in Italy” – “cannot exceed , in each financial year, the amount determined as 50% of the contributions paid in the previous year “.
The text continues, underlining that, “in exceptional cases, where there is a need for the protection of depositors and in order to ensure the continuity of essential functions, taking into account the role played by the bank in the reference context and the potential impact on the other consortium members, the Board , on the proposal of the Management Committee, may resolve an increase in the limit referred to in paragraph 10 up to 20% of the contributions paid in the previous year (..) “. Translated and applied in the specific case in question, the injection of 1 billion is in itself excessive, since 50% of the contributions that Italian banks paid to the fund last year corresponds to 500 million, exactly half compared to the amount that Bper asks.
According to the statute, we could reach up to 700 million, 300 million less than the amount requested by the Modenese bank. Is Bper willing to accept the maximum sum that the Fitd could accept to inject into Carige?
Maybe yes, in the event that the state treasury produced by the Draghi pro M&A government comes into play. In underlining its confidence in the negotiation margin between Carige and the Fund, a few days ago Equita SIM calculated, in fact, that “by adding to the 650 million of the Fitd the conversion of 320 million DTA (post tax effect), we believe that there is space to cover the restructuring-integration costs, with a CET1 that should remain between 13% -13.5% (13.7% at the third quarter of 2021 of Bper, pre further derisking and impact of personnel exit costs) and an NPE Ratio lower than 5% “.
And today La Repubblica reports that, “according to the notes of various analysts, including Equita, Kepler Cheuvrex and Barclays, there would be margins for negotiating, because in their calculations a capital injection of 6-700 million, combined with 360 million of benefits, would allow buyers to cover the costs of restructuring and integration, estimated at over half a billion (including redundancies for over a third of Carige’s 3,300 bankers), without affecting the positive impact on the profits of the nascent hub “.