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The offer provides a consideration in full cash equivalent to € 10.5 for each Credito Valtellinese share offered. The price includes a premium of 21.4%
Agricole Italy Credit (a company controlled 75.6% by Credit Agricole) announced that it has llaunched a totalitarian voluntary takeover bid, with cash consideration for all shares of Credit Valtellinese (Creval).
The offer provides for a full cash consideration equivalent to € 10.5 for each Credito Valtellinese share offered. The price is equivalent to a total investment of 737 million euros by Crédit Agricole Italia to own 100% of the shares of the institution that are listed on Piazza Affari. The offered price incorporates a 21.4% premium with respect to the most recent official price of the Valtellinese Credit as of November 20, 2020 and a premium of 53.9% compared to the weighted average price of the last 6 months.
Credit Agricole Italia has indicated that it has already received a commitment to sell from Algebris, for its investment in Credito Valtellinese equivalent to approximately 5.4% of the capital, subject to regulatory approval.
Furthermore, in the context of the offer, Crédit Agricole Assurances (a subsidiary of Crédit Agricole) will sell the investment held in Credito Valtellinese, equivalent to approximately 9.8% of the share capital, to Crédit Agricole Italia.
Credit Agricole Italia has reported that, after obtaining regulatory authorizations (expected in the first quarter of 2021), the offer document will be published, subject to the approval of Consob, scheduled for March / April 2021. The end of the offer period is expected to occur in May 2021.
Credit Agricole Italia specified that The offer will be conditional on obtaining a stake of at least 66.7% of the voting capital of Credito Valtellinese, with the possibility that Crédit Agricole Italia renounces this condition provided that it has acquired at least 50% + 1 share of the capital with voting rights of Credito Valtellinese. Other conditions will include obtaining unconditional authorizations from the competent antitrust authorities and abstention by Credito Valtellinese from any defensive measure (although authorized by the Credito Valtellinese shareholders’ meeting).
In the event that, as a result of the offer, Crédit Agricole Italia had a total stake of more than 90% of the capital of Credito Valtellinese, Crédit Agricole Italia does not intend to implement measures aimed at restoring the minimum free-floating conditions for a regular trend in the trading of the institute’s shares listed on Piazza Affari. This will result in Cancellation of listing of shares of Crédito Valtellinese.
In any case, after the offer, if the conditions are met, Crédit Agricole Italia will carry out the necessary activities to proceed with the merger by incorporation of Credito Valtellinese, in order to allow an effective integration of its activities with those of the listed institution.
Crédit Agricole has indicated that the acquisition of Credito Valtellinese by Crédit Agricole Italia will allow the creation of a stronger Italian banking group which will benefit from the financial strength and support, experience and range of products of one of the largest and most consolidated European groups, with significant positive impacts on the economic situation of the affected territories and in the interest of all stakeholders .
In detail, with the acquisition of Credito Valtellinese, Crédit Agricole Italia intends to consolidate its competitive position as the sixth commercial bank in the Italian market by assets and to become the seventh by total assets and number of clients, reaching a market share of 5% at the national level.
Credit Agricole Italia estimates of generate a return on investment (ROI) greater than 10% in the third year, based solely on cost and financing synergies. Upon completion of the transaction, it was preliminarily estimated that the negative impact of the transaction on Credit Agricole Common Equity Tier 1 will remain below 20 basis points.
As of September 2020, Credito Valtellinese had total assets of € 24 billion (11th commercial bank), of which € 16 billion in customer loans and indirect deposits of € 10 billion (twelfth commercial bank).
In addition, Crédit Agricole and Credito Valtellinese enjoy a close collaboration: Crédit Agricole Vita, the Italian subsidiary of the group that operates in the life insurance business, is the exclusive partner of Credito Valtellinese in the life insurance business.
