Pop Sondrio takes off after Bper relaunch, now the Ops is at a premium

(Il Sole 24 Ore Radiocor) - Day of buying on Banca Pop Sondr at Piazza Affari. Banca Pop Er announced on the eve of the meeting that it had increased the consideration offered to the shareholders of the Popolare di Sondrio, adding a cash component of one euro per share. The total outlay would therefore be approximately 453 million euros. The increase does not entail any variation with regard to the end of the adhesion period, which remains set for July 11. After the relaunch with the current market prices, Bper's offer is therefore worth 11.89 euros and, therefore, is no longer discounted: it incorporates a premium of 0.5%.

Going into detail , the new offer recognizes a premium of 17.8% compared to the price of Popolare Sondrio the day before the presentation of the offer; an upside of 3% compared to the closing price on the eve of Sondrio, which incorporated a revision of the offer terms for approximately 0.65 euros and an implicit exchange rate of 1.602 times, in the high part of the valuation ranges indicated by the advisors of Popolare. At current market prices, according to Equita analysts, «Bper values» the institute led by Mario Alberto Pedranzini, «a Price/Earnings ratio between 10.1 and 9.9 times, or a premium of approximately 10% compared to the market average and approximately 30% compared to Bper». Experts estimate «an impact on the CET1 at the combined entity level of -50 basis points assuming full acceptance of the offer, with a post-integration CET1 that would remain at an extremely solid level in the 14.5% area to converge to around 15% in 2027». This element «provides high visibility on the sustainability of long-term remuneration. In light of the revision of the terms of the offer, Bper's proposal becomes even more attractive and confirms the bank's willingness to finalize the transaction in a particularly market-friendly way». For brokers «the business combination would be highly accretive for Sondrio shareholders, with a theoretical increase in EPS greater than 25% with run-rate synergies and a structurally higher level in terms of remuneration. The increase would be even more significant in the event of reinvestment of the cash component within the new entity. Based on our calculations, the new combined entity would trade at a 2027E P/E of approximately 7.3x, with a dividend yield greater than 10.5%. Multiples would be compressed and well below the banking sector average (in the 9x area), thus offering significantly more visible re-rating potential than the stand-alone Popolare Sondrio».

Jefferies estimates "that the combined entity's pro forma CET1 ratio is 14.4%, compared to BPER's CET1 ratio of 15.8% as of March 2025. Our projections for the combined entity's CET1 ratio in the absence of a cash premium were 15%. We believe the previous offer was fair to Popolare Sondrio shareholders. However, if BPER management believed that an increase in the offer was necessary to secure a significant level of control over the target company, we believe that decision is justifiable, especially given our belief in the strategic soundness of the transaction and the strength of the balance sheet ."

For Intermonte, " the cash increase was expected and is consistent with what we think Popolare Sondrio is worth, from an M&A perspective. We believe that, with the relaunch, it will be possible to overcome a threshold that will control the extraordinary meeting of Sondrio. According to our calculations, at the combined entity level, the increase in the offer would weigh approximately 100 basis points on the Cet1 ratio at the end of 2025".

Intermonte also provides a view on the results that Bper will release on August 6th. Analysts estimate "a net profit of 387 million , which brings the Cet1 ratio, after accounting for the dividend, to grow by about 10bps reaching 15.91%. We think that the quarter will be positive and in line with our estimates for the year. We recall that the takeover bid on Sondrio is still ongoing, and will end on July 11th, with payment date set for July 18th. The offer is still trading at a discount compared to the Sondrio price".