Banche Popolari Unite

Banche Popolari Unite, trading as BPU Banca, was formed by the merger of Banca Popolare di Bergamo – Credito Varesino Group with Banca Popolare Commercio e Industria Group, both Popular Bank (Italian: Banca Popolare), a kind of urban co-operative bank in Italy, in 2003.^[5] Their subsidiaries at that time were Banca Popolare di Ancona, Cassa di Risparmio di Fano (Carifano), Banca Popolare di Luino e di Varese and Banca Carime. Although the two groups merged, Banca Popolare di Bergamo and Banca Popolare Commercio e Industria were re-incorporated as a subsidiary in the form of società per azioni.^{[citation needed]}

Carifano was sold back to the minority shareholders of Banca Popolare di Ancona in 2005.^[6]

In 2006 the board of directors of Banche Popolari Unite agreed another merger with another Italian banking group Banca Lombarda.^[7]

Unione di Banche Italiane

The UBI Banca Group was formed on 1 April 2007 from the merger of the BPU Banca Group and the Banca Lombarda Group.^[8] The Group operates mainly on the retail market^{[citation needed]} and is present in most regions of Italy, although its focus is primarily on northern Italy. The parent company has its headquarters in Bergamo.^{[citation needed]}

On 20 January 2015 the Council of Ministers issued a decree-law which requires Popular Banks (Italian: Banca Popolari) with assets of greater than €8 billion to demutualize into a società per azioni.^[9] In the same year UBI Banca was demutualized.^[10][11]

On 27 June 2016, the business plan for 2019–20 was announced. The subsidiaries Banca Popolare di Bergamo, Banco di Brescia, Banca Popolare Commercio e Industria, Banca Regionale Europea, Banca Popolare di Ancona, Banca Carime and Banca di Valle Camonica would be absorbed by parent company UBI Banca in 2016–17.^[12]

On 12 January 2017 UBI Banca submitted a binding bid of €1 to buy Nuova Banca delle Marche, Nuova Banca dell'Etruria e del Lazio and Nuova Cassa di Risparmio di Chieti (the three banks that were rescued on 22 November 2015 by Italian National Resolution Fund, a fund that was mandatory contributed by the banking sector, and was managed by the Bank of Italy), with conditions that the three banks would be recapitalized for an estimated €450 million by the fund, as well as selling some of the target banks' non-performing loans (NPLs) to lower the size of their risk-weighted assets to below €10.6 billion, increase coverage ratio for the NPLs (i.e. more write down and provision), and a minimum of CET1 ratio of 9.1%. UBI Banca would also recapitalized for a maximum of €400 million to counter-weight the effect of bad will (negative goodwill).^[2][13] On 18 January the bid was accepted and signing the contract.^[14] On 10 May, the transaction was completed.^[15] On the same day, a plan to merge the 3 banks into UBI Banca was also announced.^[15] In June 2017, about 167 million number of new shares were offered to the existing shareholders for €2.395 each (a discount compared to market value), to raise aforementioned €400 million for the completion of the acquisition of the 3 banks.^{[citation needed]}

Acquisition by Intesa Sanpaolo

On 17 February 2020, Carlo Messina, CEO of Intesa Sanpaolo, unexpectedly announced the launch of a voluntary public exchange offer for 4.9 billion euro towards UBI Banca. The initial proposal provided that for every ten shares of UBI Banca, seventeen newly issued Intesa Sanpaolo shares will be paid with a premium of 27.6% compared to the listing on the Stock Exchange on Friday 14 February 2020 (ex-dividend). Furthermore, on 27 April 2020, Intesa Sanpaolo, which with the success of the transaction gains access to three million UBI customers, submitted to the extraordinary shareholders' meeting the proposal for a capital increase in support of the voluntary public exchange offer, with a favorable vote of the same.^[16]

Shareholders' agreement

Some of the shareholders also signed shareholders' agreements, represented 17.04% voting rights in 2016.^[19]

As at 14 March 2017, "Patto dei Mille" represented 3.001% shares,^[20] while rival syndicate "Sindacato Azionisti UBI Banca SpA" represented 13.64% shares;^[21] Fondazione Banca del Monte di Lombardia, Fondazione Cassa di Risparmio di Trento e Rovereto and Cattolica Assicurazioni belongs to "Sindacato Azionisti UBI Banca SpA".^[21]

The shareholders' agreement made the syndicate was the largest shareholder, followed by Fondazione Cassa di Risparmio di Cuneo and Silchester International Investors.