(Alliance News) - Unipol Spa announced on Monday that the board of directors of Unipol Assicurazioni Spa, meeting yesterday, June 7, approved the signing of an agreement with Intesa Sanpaolo Spa. Under the terms of the deal, Unipol commits to acquiring a bank from the group that will hold a specific 'business perimeter' carved out from Banca Monte Paschi di Siena Spa, comprising 635 branches for a maximum consideration of EUR3.5 billion.

The agreement is contingent upon the successful completion of the voluntary total public exchange and purchase offer launched by Intesa for the entire share capital of MPS.

For this reason, the company specified in a note, 'neither Intesa nor Unipol have access to accounting data or non-public information regarding MPS; therefore, the exact scope of the Unipol perimeter will only be determined following the completion of the aforementioned OPAS'.

Based on preliminary estimates, the acquired entity as of December 31, 2025, would consist of 635 branches, EUR55 billion in direct deposits, net profit between EUR400 million and EUR460 million, the MPS brand, and a CET 1 ratio of 16%.

From a strategic standpoint, Unipol stated in a press release, 'the acquisition is aimed at enabling the Unipol Group to strengthen its positioning in the Italian banking market by increasing its distribution network, commercial penetration and, consequently, insurance premiums by leveraging its distinctive products, thereby consolidating its second-place position in the Italian insurance sector; diversifying revenue sources by increasing the banking sector's contribution to overall profitability and the resilience of solvency indicators, partly through a reduction in intrinsic volatility; and improving the current and prospective earnings profile, accelerating the execution of the 2025-2027 Strategic Plan and the achievement of its targets'.

In this context, Unipol intends to offer BPER Banca Spa a combination with the Bank, proposing to name the new entity Banca Monte dei Paschi. The agreements 'must in any case be structured to allow Unipol to achieve de facto control over BPER', the company specified.

'The definition of such arrangements will be subject to negotiation with BPER's competent corporate bodies, in compliance with regulations governing related-party transactions, it being understood that Unipol does not intend to launch any public tender or exchange offer for BPER shares', the note concluded.

Should BPER approve the combination, it would allow for the 'creation of a new Italian champion in the national banking sector, ranking second particularly in direct deposits, customer loans, and branch count', further territorial integration with a strengthened position as the leading operator in Lombardy, a significant scale-up in high-potential regions, the consolidation of the domestic banking system led by primary national operators with Italian 'core' shareholders, and finally, the creation of significant cost and revenue synergies, preliminarily estimated at over EUR800 million, acting as a value creation driver to further bolster the strategic rationale of the transaction'.

The new MPS, Unipol noted, would be 'backed by over 2,600 bank branches, approximately EUR170 billion in customer loans, and around EUR225 billion in direct deposits. By combining a centuries-old history with the legacy of the most important former Italian cooperative banks (popolari), it will amplify its economic value, social relevance, and market positioning'.

To finance the transaction, Unipol will submit a proposal to an upcoming extraordinary shareholders' meeting to delegate the board of directors to carry out a capital increase for a maximum total amount of EUR2.5 billion.

Unipol estimates that the Group's capital solidity would be confirmed with a Solvency Ratio exceeding 200%, underpinned by a Solvency Ratio for the insurance sector alone above 280% and a CET1 Capital Ratio for the banking sector resulting from the combination exceeding 15%.

Unipol estimates that as early as the 2026 financial year, shareholder remuneration could include a dividend pool of at least EUR930 million, compared to approximately EUR800 million for the 2025 financial year.

By Chiara Bruschi, Alliance News reporter

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