BANCHE POPOLARI UNITE-BANCA LOMBARDA E PIEMONTESE
PRESS RELEASE
PRESS RELEASE
ANTITRUST AUTHORITY SETS CONDITIONS FOR TAKEOVER OF BANCA LOMBARDA E PIEMONTESE BY BPU
Measures presented by the parties accepted. Branches in the Provinces of Brescia and Bergamo to be sold within 10 months. UBI Banca not to enter into shareholder pacts with Intesa San Paolo. The Gruppo Lombardo not to be reconstituted. Possible limits on directorships for Mittel and Tassara shareholders.
A conditional go-ahead for the merger of Banca Lombarda e Piemontese and BPU. This was the decision of the Italian Competition Authority at its meeting on 12 April 2007. The commitments presented by the parties were accepted and made obligatory.
Specifically, the new consolidated entity (UBI) must sell a sufficient number of branches in the Provinces of Brescia and Bergamo to bring its local market share back down under 35 per cent. Contracts for sale must be stipulated within the next seven months with independent third parties who are not shareholders of the new bank and the sales must be completed within 10 months from today's date. Specifically, between 11 and 22 branches are to be sold in the Province of Brescia and between six and 12 in the Province of Bergamo.
Furthermore, in order to prevent UBI Banca's structural links with the Intesa Sanpaolo group from giving rise to any concrete risk of reduced competitive pressures between the two banking groups, UBI Banca:
1) must not subscribe to any shareholder pacts covering voting or consultation regarding Intesa Sanpaolo S.p.A.;
2) must not reconstitute the “Gruppo Lombardo” (the group made up of Banca Lombarda, Carlo Tassara S.p.A. and Mittel Partecipazioni Stabili S.r.l. which together had joined the Banca Intesa pact that was then disbanded when Intesa and San Paolo merged) or join such a group if it should be set up by the other former participants. In any case, UBI Banca may not form any sub-shareholder pact regarding Intesa Sanpaolo having participants and/or objectives and/or contents analogous to those of the agreement amongst the partners in Gruppo Lombardo;
3) Should Carlo Tassara S.p.A. and/or Mittel Partecipazioni Stabili s.r.l. form a shareholder pact covering voting or consultation regarding Intesa Sanpaolo, UBI Banca will ensure no directors will be appointed to its governing bodies who, either directly or indirectly, control the above-mentioned companies and/or hold positions on their management bodies. If they are already present, such persons must be removed.
Within 60 days, UBI Banca must submit a first report on its implementation of the measures stipulated in this ruling and subsequently provide a detailed account of how those same measures will be put into practice in the timeframe allotted.
Rome, 13 April 2007