Unipol Assicurazioni (BIT:UNI) has stepped into the latest phase of consolidation in the Italian banking sector, unveiling a plan linked to the operation involving Intesa Sanpaolo (BIT:ISP) and Banca Monte dei Paschi di Siena (BIT:BMPS).
The insurer’s board has approved a proposal to acquire a banking business comprising 635 branches from Intesa Sanpaolo should the lender’s takeover bid for MPS succeed. The network, which would be free from insurance distribution constraints, would subsequently be offered to Bper Banca (BIT:BPE) as part of a broader integration plan aimed at creating a new banking group under the Banca Monte dei Paschi name.
Because the transaction depends on Intesa obtaining control of MPS, the parties noted that “neither Intesa nor Unipol have accounting data and non-public information relating to MPS and, therefore, the exact scope of the Unipol Compendium will be determined only following the completion” of the tender offer.
A presentation of the strategic plan is scheduled for 11:30 a.m., followed by a conference call with analysts and investors at 1:00 p.m.
Capital increase and shareholder backing
The proposed transaction is expected to be supported by a capital increase of up to €2.5 billion by Unipol. The company said its main cooperative shareholders have already indicated their willingness to participate in the fundraising in proportion to their existing holdings.
Specifically, Unipol stated that “the company’s main shareholder cooperatives, holding approximately 49% of the share capital, have already expressed their willingness to participate in the capital increase for the portions they are entitled to.”
Among Unipol’s largest shareholders are Coop Alleanza 3.0 with 23.480%, followed by Holmo with 6.735%, Nova Coop with 6.827%, Cooperare with 4.369%, Coop Liguria with 3.568% and Coop Lombardia with 2.644%.
The insurer is being advised by Rothschild & Co. as financial adviser and Chiomenti as legal adviser.
Higher shareholder returns and strong capital ratios targeted
Should the MPS and BPER transaction be completed, Unipol expects a rise in shareholder remuneration beginning in the 2026 financial year. The group forecasts that dividend distributions could “reach at least 930 million euros compared to approximately 800 million in the 2025 financial year.”
Management also expects the group’s financial position to remain robust, with “a solvency ratio above 200%, with an underlying solvency ratio for the insurance sector alone above 280% and a combined CET1 capital ratio for the banking sector above 15%.”
Creation of a new banking champion
According to Unipol, the merger between BPER and MPS would create “a new Italian champion in the national banking sector that would position itself in second place” while strengthening its presence across key regions. The company highlighted the potential to reinforce market leadership in Lombardy and significantly expand scale in high-growth regions such as Tuscany and Veneto.
The insurer also described the project as a “consolidation of the domestic banking system, led by leading national operators with Italian ‘core’ shareholders,” which would allow it to enhance “the brand of the oldest bank in the world and its related territorial roots, while preserving its identity and historical profile.”
From an earnings perspective, management believes that “the creation of significant cost and revenue synergies, preliminarily estimated at over 800 million euros” will act as a “driver of value creation, further strengthening the strategic rationale of the operation.”
The combined institution would operate more than 2,600 branches, manage around €170 billion in customer loans and approximately €225 billion in direct deposits. According to Unipol, the enlarged MPS “will combine a centuries-old history with the legacy of Italy’s most important former cooperative banks, amplifying its economic value, social relevance and market positioning.”
Unipol strengthens grip on BPER
Separately, Unipol disclosed steps to reinforce its influence over BPER ahead of any future MPS transaction. The insurer currently has economic exposure equivalent to around 25% of BPER, consisting of a 19.9% direct stake and derivatives linked to a further 4.99% of the bank’s share capital.
To maintain strategic flexibility, Unipol entered into two total return equity swap agreements with major banking counterparties. One contract has a maximum duration of 25 months and the other 35 months, both referencing 4.99% of BPER’s share capital and providing the option of physical settlement.
The group said the derivatives are “functional to increasing Unipol’s economic exposure to Bper and also to have a further option to achieve de facto control of Bper, in the event that Unipol decides to exercise the right to acquire, subject to obtaining the necessary authorizations, the Bper shares underlying the aforementioned derivatives.”
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