BPM Bankcreated a new integrated “national champion” in the life insurance and managed savings sector. The Boards of Directors of Banco BPM and Banco BPM Vita (the “Offeror”) today unanimously approved the promotion by Banco BPM Vita of a voluntary public purchase offer pursuant to and for the purposes of the articles . 102, paragraph 1 and 106, paragraph 4, of the TUF and the related implementing provisions (the “Offer”), at the price of euro 6.20 per share, on all the ordinary shares of Anima Holding SpA (“Anima”) deducting the shares held by Banco BPM and including treasury shares, as well as any shares that will be issued – by the end of the acceptance period for the Offer – as part of the existing compensation plans based on financial instruments. The Offer is aimed at obtaining the delisting of Anima from Euronext Milan.
The new integrated life insurance and managed savings product factory
The acquisition of Anima – parent company of the largest independent Asset Management group in Italy and strongly active in the delegated management of insurance reserves, which to date represent 45% of the total assets and 84% of those relating to the institutional segment 1 – will allow Banco BPM Vita to: − expand its range of offerings from insurance products to those for the integrated management of the highly synergistic protection and investment needs of the Banco BPM Group’s customers as well as third-party networks; − achieve, thanks to the strong complementarity between the business model of Anima and that of Banco BPM Vita, important economies of scale and production; − make the delegated management of the assets relating to the policyholders and the free assets of Banco BPM Vita more effective, thanks to the full coordination between the product development teams of Banco BPM Vita and the Anima specialists in market analysis, in the definition of investment strategies and portfolio management; − strengthen the resilience of revenue flows and profits at the sub-consolidated insurance level, at a time when the interest rate trend has determined a market trend in surrenders on life policies that is higher than the long-term average values. The integration of Anima into the Banco BPM Financial Conglomerate will lead to the creation of a new national champion, second among the Italian banking groups, with total assets from Life Insurance and Managed Savings equal to approximately euro 220 billion, within a total customer financial assets amounting to approximately euro 390 billion. 1 Source: Anima Holding, presentation of 1H 2024 results
Important benefits for all stakeholders
The conditions of the Offer and the acquisition by Banco BPM Vita of control of Anima as a result of the same would lead to positive repercussions for all stakeholders: − for Anima shareholders, a cash consideration of €6.20 per share with a significant premium equal to +24.9% compared to the arithmetic average, weighted by the volumes traded, of the official prices per share of the Issuer of the last 6 months preceding 5 November 20242; − for the shareholders of Banco BPM, a significant increase in the Group’s performance expectations, with an increase in ROTE expected for 2026 – the reference date for the current strategic plan – from 13.5% to over 17%, to faced with an impact on the Common Equity Tier 1 Ratio which on the estimated closing date of the Offer, thanks to the application of the so-called Danish Compromise, would be limited to approximately 30 bps on a fully phased basis. − for partners active in the distribution of Anima products, the consolidation of the SGR’s business model following its entry into a diversified Financial Conglomerate, capable of offering a complete range of banking and financial products; − for customers of the Banco BPM Group and other Anima partners, the possibility of benefiting from an offer of products serving investment and risk coverage needs in the Life Insurance sector that is fully integrated and coordinated at the level of the financial conglomerate; − for employees, the expansion of the wealth of skills directly accessible within the financial conglomerate, which will be linked to the expansion of professional growth paths, with the possibility of encouraging direct contact and interchange between factory and distribution; − for the community and the environment, the further opportunity to promote initiatives and product solutions aimed at specific needs, including in the non-profit sector, and capable of more fully valorising the ESG dimensions both at the macro level of asset allocation and in selection of individual investments.
Strategic rationale: a more solid business model, in continuity with the industrial plan objectives
The Offer fits into the broader context of Banco BPM’s 2023-26 Strategic Plan (the “Plan”), announced to the market on 12 December 2023, which leverages a revenue growth model strongly focused on product factories. In this context, the Offer entails, in fact, a further strengthening of the business model of Banco BPM Vita and, from a broader perspective, of the entire Banco BPM financial conglomerate; this will be able to obtain the benefits deriving from the achievement of a more complete structure, where the proven potential of the distribution network will be supported by that of the new integrated Life Insurance and Managed Savings factory resulting from the operation. From this structure arise positive premises for a stable and lasting growth of the income statement, also in terms of diversification of revenues in a scenario of prospective reduction in the level of interest rates: thanks to the completion of the operation, at the end of 2 Source: Factset 4 Plan the incidence of commissions on the total interest margin and income from services will increase from the current 37% to over 45% and the overall contribution to the group revenues of the product factories, which in the Plan was expected to reach €1 .18 billion by 2026, will increase to euro 1.6 billion. The strategic rationale for the operation is even more evident if we look at Anima’s current contribution to Banco BPM’s consolidated income statement. Less than a year after the announcement of the Plan, this contribution is already higher than expected both in terms of contribution to commissions and in terms of revenue flows deriving from the share of profit that flows into the Offeror’s consolidated accounts. On this basis, the operation will bring important benefits for the shareholders of Banco BPM, with an expected increase in earnings per share compared to the Plan figure of approximately 10%. The operation will also allow the generation of further benefits i) by exploiting the opportunity to increase Anima’s internal market share within its customer base, ii) by leveraging Banco BPM’s network of institutional relationships to promote the activation of new partnerships by Anima in the retail and institutional segments and iii) enhancing the respective best practices in the management of the private customers of Banca Aletti and Kairos as well as in the valorisation of alternative investments. The economic benefits will be accompanied by those deriving from the maintenance of high strategic flexibility, in light of the preservation of a significant margin compared to the minimum capital requirements set by the ECB; in particular in the event of achieving a 100% stake in Anima’s capital, the impact on the consolidated CET1 Ratio of Banco BPM would be limited to approximately 30 bps (estimated data at the closing date of the Offer), while they would be largely respected the minimum solvency requirements of Banco BPM Vita at an individual and consolidated level, given that the Company would receive from Banco BPM the capital availability necessary to preserve adequate margins from a Solvency II perspective.
