Intesa-Ubi, cosa dice l’FT.

Dal Financial Times di oggi (Lex).
How do you say “bold” in Italian? Audace is one way; another is Carlo Messina. The chief executive of Italy’s biggest domestic lender late on Monday night launched an unsolicited offer to acquire local rival UBI Banca. The €4.9bn all-equity deal implies an offer price of €4.25 per share. Italian banking is sorely in need of consolidation, and a clean-up of non-performing loans. Intesa made its offer just hours after UBI Banca had announced its own restructuring plans. Both shares jumped on Tuesday. Mr Messina has clearly pondered this deal for some time. He had already approached local regulators and the ECB, and even signed up another Italian bank, BPER Banca, to acquire up to 500 branches in the merged entity to forestall antitrust concerns. The merged bank will have a fifth of the Italian market. Paying with shares, at an exchange ratio of 1.7 times, will mean no added stress to the new bank’s balance sheet. Based on the undisturbed price from Friday, UBI Banca shareholders would receive a 27.6 per cent premium. Another audacious move is to rely on “negative goodwill”. As Intesa will pay less than UBI Banca’s tangible book value, the difference (€5bn less €8bn) minus any sales of branches (estimated at €1bn), leaves negative goodwill of €2bn. Intesa already trades at its tangible book value. Thus Mr Messina assumes that the merged bank can write back that amount to cover €2bn of non-performing loans plus integration costs. Presto! While that may look like sleight of hand, his cost cuts (including voluntary redundancies) do not. Intesa promises to save more than half a billion euros annually. Taxed and capitalised, it sums to more than €3.2bn, which covers the takeover premium by a long way. If so, Intesa could pay more, underscoring its stock price rally on the day. Intesa shareholders get a good deal. Holders of UBI Banca, though, should not sell out too soon.