Stampa

CONDITIONAL GO-AHEAD FOR UNICREDIT-CAPITALIA MERGER


PRESS RELEASE



PRESS RELEASE



ANTITRUST AUTHORITY GIVES CONDITIONAL GO-AHEAD TO UNICREDIT-CAPITALIA MERGER        

  • Divest between 155 and 180 branches
  • Eliminate Bancomat commissions in 8,000 branches of competing banks and for withdrawals abroad, significant reductions throughout the rest of the country
  • The new bank must sell its shares in Generali and 9.39% of its holding in Mediobanca must be disposed of according to strict rules. The remaining 8.68% may not be increased in any way
  • Restrictions on Board members of the new bank who hold positions in Mediobanca or Generali: they must abstain from voting on investment banking and insurance matters

The Antitrust Authority has given its conditional go-ahead for the merger of  Unicredit and Capitalia. At its meeting on 18 September 2007, the Italian Competition Authority decided to authorize the takeover of Capitalia by Unicredit under strict conditions. The Authority's authorization also took into account the beneficial effects which will accrue from it to consumers in terms of significant cost reductions and improvements in the quality of service.

The following are the measures imposed by the Authority after a review of the commitments submitted by the parties.

ELIMINATION OR REDUCTION OF BANCOMAT COMMISSIONS

In 8,000 branches of competing banks in approximately 4,000 municipalities in Italy where the UCI Group will not have ATMs, customers of the new bank will not have to pay a commission for Bancomat cash withdrawals; such commissions will also be significantly reduced in the rest of the country. Commissions are also to be eliminated for withdrawals made abroad.

SALE OF BRANCHES

The new bank must sell between 155 and 180 branches in 16 Italian provinces to independent third parties who are not shareholders in the new bank.

DISSOLUTION OF LINKS WITH GENERALI

UniCredito Italiano must sell all its shares in Generali and in the companies of the Generali Group. It may not reconstitute or participate in future shareholder pacts relating to the Group's shares. So long as UniCredito Italiano is a shareholder of Mediobanca it may not, directly or indirectly, hold shares in Generali or in other companies of that Group, or carry on partnerships or production and/or distribution agreements with Assicurazioni Generali S.p.A. or any other company in the Generali Group.

REDUCTION OF SHAREHOLDING IN MEDIOBANCA

The new bank must sell 9.39% of its Mediobanca holding and may not directly or indirectly increase its remaining interest of 8.68 per cent. This will eliminate UCI's veto power within the Mediobanca block voting agreement. The shares may not be sold to companies operating in the markets in which Mediobanca habitually operates directly or indirectly through companies in which it has an interest (investment banking and insurance) or to companies in which Mediobanca, Generali or the new bank have direct or indirect shareholdings. These limitations will not however apply to Mediobanca shareholders who are already members of the block voting agreement if they do not have direct or indirect links with the new bank and are not partly owned by Mediobanca or Generali. This should lead to an increase in the presence of other shareholders, perhaps currently third parties, thus obviating anti-competitive problems in the case of the merchant bank and of the future UCI. In parallel, the role of pact members not linked to UCI, Mediobanca or Generali would be enhanced if they decided to purchase the block of shares being sold.

In the run-up to the sale, UniCredito may not exercise its relevant voting rights under the block voting agreement or in Mediobanca meetings.

The remaining block of 8.68% to be held by the future entity is also frozen.

MEASURES RELATING TO CONFLICTING ROLES

Members of UCI's Board holding positions in the governance of Mediobanca or Generali may not take part in discussions or voting on resolutions by the Board of the new bank having to do with the investment banking or insurance markets in Italy. Internal organizational measures must be adopted to ensure that such directors do not receive sensitive information.

This measure will prevent parties simultaneously present on the Boards of UCI and Mediobanca having access to a set of information and decision-making powers that may condition those companies' strategic choices in an anti-competitive manner.



Rome, 18 September 2007