Conclusion of UBI tender offer

Intesa Sanpaolo’s public tender offer for UBI Banca shares, launched on February 17, 2020, ended on 30 July, with acceptance by 90.2% of UBI’s shareholders.

Following a five-month process, Intesa Sanpaolo successfully surpassed the two-thirds acceptance by UBI Banca shareholders needed to ensure the merger of UBI into Intesa Sanpaolo.

In a statement following the announcement of the provisional results, Intesa Sanpaolo CEO Carlo Messina said that a new European banking leader had been created.

Messina also underlined that Intesa Sanpaolo has become the first bank in Europe to launch a new consolidation phase that will strengthen the Continent’s banking sector.

Although Intesa Sanpaolo is one of the leading groups in Europe, it remains deeply rooted in the communities in which it operates. The development of an inclusive and sustainable growth model, Messina continued, becomes more pressing at a time when social and economic inequalities have been exacerbated by the COVID-19 pandemic.

"Today marks the end of an operation from which we all win. We are proud that 90.2 percent of UBI Banca's shareholders made the choice to become part of Intesa Sanpaolo. Together, we are building a new institution that will strengthen the Italian financial system and lead in the European banking landscape.

"We were able to complete the operation on schedule thanks the work of the competent Authorities, to whom I express my appreciation. Equally decisive was the professionalism of the Intesa Sanpaolo team engaged in this complex project and the advisors who assisted us. The Board of Directors of Intesa Sanpaolo will resolve on the Offer’s Conditions Precedent.

"The new Group we are creating – a leader in sustainable and inclusive growth, deeply rooted in its local communities – will benefit all who are part of it:

• Our shareholders, who have grown in number, are fundamental to our position at the very top of the European banking sector;
• Our families, who through the savings they entrust to us, are a foundation of our growth;
• Our businesses, which we will support as they relaunch and expand, particularly in global markets

"Our people are the main strength of our Group. Bringing our new UBI colleagues on board will be a priority for me in the coming months. We are counting on them to help build a Group ready to face the new challenges in Europe.

"UBI is a well-run bank in terms of its balance sheet strength and in its commitment to the real economy and sustainability. This is due to the work of its Board of Directors, CEO and management team.

"Being first in Europe to launch a new phase of strengthening of the banking sector is proof that our country can play a leading role in the international arena.

"The new Group will employ more than 100,000 professionals and have a loan book of over €450 billion. Customer financial assets entrusted to us will exceed €1.1 trillion and our Operating income will be €21 billion. These are numbers that reflect the success of our country’s businesses and the strength of our families' assets, the backbone of the Italian economy.

"Intesa Sanpaolo is deeply rooted in the regions in which it operates; this in our DNA and brings us strength. In recent months, we announced significant initiatives for UBI’s broader communities. These are strong commitments on which we will build this new Group.

"Following the pandemic, this is even more deeply felt. We are certain that our Bank – the engine of Italy’s real and social economies – will be a key part of the recovery that is now our country’s priority.

"Our Group’s solidity can be a key factor in the competitiveness of Italian business on the global stage, underpinning a return to jobs growth, particularly for our young people.

"As Intesa Sanpaolo, we believe it is essential to expand our model of finance that favors inclusive and sustainable growth. The social and economic inequalities exacerbated by the COVID-19 emergency make this even more urgent. UBI’s experience in responsible development will bring us new skills and abilities in this area.
We are certain that the strength of this Group, backed by its core values, will be a driver of new growth for Italy".