Unicredit attacks the golden power, 'aggressive campaigns'

"Illegitimate use" of the golden power by the government. "Unjustifiably aggressive and often misleading communications and campaigns" regarding the offer launched for Banco BPM. The issue of the subsidiary in Russia falls under the ECB's jurisdiction, with UniCredit "already complying with the requests."

The bank, led by Andrea Orcel, has taken a strong stance the day after the publication of the Lazio Regional Administrative Court's decision, which partially upheld Unicredit's appeal challenging the legitimacy of the government's golden power over the Banco BPM exchange offer. This decision also provides important guidance for future moves.

The Piazza Gae Aulenti bank says that "as clearly highlighted when the offer was launched," its contents "could have already been improved if there had been an orderly tender offer process." This doesn't necessarily refer to a previously ruled-out increase in the tender offer price, which is expected to close on July 23, but more likely to an adjustment to other parameters, such as share exchange rates. Details remain for now. The government is now awaiting its decision, as it will evaluate whether to revise the Prime Ministerial Decree partially rejected by the Regional Administrative Court (TAR).

And, shortly, given the transaction's now tight deadlines, the market is also awaiting UniCredit's next moves, which will now "evaluate all appropriate initiatives in a timely manner." A board meeting of the bank has not yet been convened, and it's logical to assume that the board—like the executive branch—will also want to analyze the letter expected to arrive, expected as early as tomorrow, from the EU Commission.

Consob is also awaiting the letter from Brussels to gain a more complete picture. According to market observers, the details of the TAR's decision would allow the bank led by Orcel to proceed with its offer, given that the two most thorny issues regarding the operation's economic sustainability have been 'cancelled'. It's difficult for market participants to make any predictions, despite UniCredit's harsh words on the matter.

"Banco BPM shareholders were exposed not only to the illegitimate use of the golden power persistently invoked by BPM, but also to unjustifiably aggressive and often misleading communications and campaigns aimed at discrediting both the offer and the bidder," UniCredit stated. It emphasized that "in this context of profound uncertainty, BPM shareholders may have been deprived of an option, the terms of which had been fairly established and, as UniCredit clearly highlighted at the time of the offer launch, could have already been improved if there had been an orderly tender offer process."

A jab at the government, while on the Russian issue, a central issue for the executive, a hand may be extended. "As stated by the Regional Administrative Court, the ECB has jurisdiction to assess the issue, and Unicredit is already complying with the ECB's requests," states the bank based in Piazza Gae Aulenti, whose withdrawal from Russia is not easy and also depends on direct measures from the Moscow presidency.