Banco Bpm Spa · MIL:BAMI
Banco Bpm Spa — Merger or Acquisition (November 2024)
13 slides from Banco Bpm Spa's merger presentation, Nov 6, 2024
Slide 1: Creating a new integrated Life Insurance & Asset Management Champion
Creating a new integrated Life Insurance & Asset Management Champion Voluntary Public Cash Tender Offer for Anima 6 November 2024
Slide 2: A transformational deal, strengthening BBPM business model and delivering value to all shareholders
A TRANSFORMATIONAL DEAL, STRENGTHENING BBPM BUSINESS MODEL AND DELIVERING VALUE TO ALL SHAREHOLDERS CREATING AN INTEGRATED LIFE INSURANCE AND ASSET #2 €217bn MANAGEMENT CHAMPION IN ITALY…. Banking player AUM1 in Italy …COMBINING A FIRST CLASS DISTRIBUTION FOOTPRINT WITH THE CAPABILITIES OF THE LARGE
Slide 3: A solid industrial rationale for BBPM Vita and the Group
A SOLID INDUSTRIAL RATIONALE FOR BBPM VITA AND THE GROUP STRENGTHEN ▪ Acquisition of 100% of Anima, Italy’s largest independent Asset Management Insurance AUM1 BBPM VITA AS LIFE Group, allowing to: BBPM BBPM INSURANCE & ASSET ‒ Coordinate the offer of Life Insurance and Asset Management products Sta
Slide 4: Anima: the largest independent asset manager in Italy
ANIMA: THE LARGEST INDEPENDENT ASSET MANAGER IN ITALY KEY HIGHLIGHTS AUM MIX (as of 30 June 2024) Retail (B2C & B2B2C) Institutional (B2C) €198bn AUM (as of 30 June 2024) 51% AUM = €101.8bn 49% AUM = €95.9bn Alternatives, 4% Wrap2, 16% Fund users, 6% BBPM, 29% 100+ distribution partners and 1m+ clie
Slide 5: Long-standing relationship with BBPM
LONG-STANDING RELATIONSHIP WITH BBPM KEY MILESTONES ANIMA – BBPM PARTNERSHIP HIGHLIGHTS AUM 1983 Anima is established (€bn) Anima managing 2005 Anima is listed on the Milan Stock Exchange 20 years c. 75% Strategic partnership2 of BBPM’s total AUM3 2007-09 Banca Popolare di Milano (“BPM”) acquires a
Slide 6: Leading Life Insurance & Asset Management player through BBPM Vita
LEADING LIFE INSURANCE & ASSET MANAGEMENT PLAYER THROUGH BBPM VITA TOTAL FINANCIAL ASSETS (€bn, 1H24) A NEW NATIONAL CHAMPION Italian banks: Ranking by AUM2 (€bn) €235bn €387bn1 Insurance Insurance AUC, AUM, €16bn AUC, AUM, c.€90bn 628 €47bn €47bn AUM (ex. Insurance), €48bn 2 217 214 Deposits, Depos
Slide 7: Positive impact for all Anima's stakeholders
POSITIVE IMPACT FOR ALL ANIMA'S STAKEHOLDERS ▪ An attractive consideration, fully in cash, to the shareholders of Anima with a significant premium SHAREHOLDERS equal to 25% on the 6-month weighted average price DISTRIBUTION ▪ Leverage on a strong and stable partner, with a complete range of products
Slide 8: Overview of the transaction
OVERVIEW OF THE TRANSACTION HIGHLIGHTS TRANSACTION STRUCTURE ▪ Voluntary public cash tender offer ("VPTO") by BBPM Vita for all the ordinary shares of Anima, including the treasury shares and except for the shares already owned by BBPM, pursuant to Article 102 of Legislative Decree 24 February 1998,
Slide 9: Key financial impacts
KEY FINANCIAL IMPACTS PRO-FORMA COMBINED (20262) EPS ACCRETION c.10% VALUE in 2026 €bn COMBINED VS BBPM PRO-FORMA STANDALONE CREATION FOR SHAREHOLDERS ROTE +4p.p. NII 3.05 -- 3.05 13.5% >17% PRO-FORMA in 2026 NET FEES >2.10 0.47 >2.50 +20% LIMITED CET1 DELTA CET1 RATIO OPERATING EXPENSES3 ~(2.70) (0
Slide 10: Optionality for further value creation
OPTIONALITY FOR FURTHER VALUE CREATION BBPM has multiple levers to generate additional value from the acquisition of Anima INTERNAL MARKET ▪ Maximise internal market share by accessing €15bn AUM currently not managed by Anima SHARE ▪ Potential additional opportunity from conversion of €49bn AUC (as
Slide 11: Key terms of the offer
KEY TERMS OF THE OFFER TARGET ▪ The entire share capital of Anima Holding (of which BBPM already owns c.22.4%) ▪ Up to 327m shares on a fully diluted basis, including 319m of currently issued shares (o/w 9m # OF SHARES treasury shares) and additional maximum 7m shares to be issued by Anima in the co
Slide 12: Indicative timeline
INDICATIVE TIMELINE TODAY ▪ BBPM Notice pursuant to Art. 102 6th November 2024 NOVEMBER 2024 ▪ Tender offer document filing FEBRUARY / ▪ Regulatory authorizations (Expected) MARCH 2025 MARCH 2025 ▪ Authorization by Consob (Expected) by MID 2025 ▪ End of the tender offer period and settlement of the
Slide 13: Disclaimer
DISCLAIMER This presentation does not constitute or form any part of an offer to exchange or purchase, or solicitation of an offer to buy or exchange, any securities. Any such offer or solicitation will be made only pursuant to official offer documentation approved by the appropriate regulators. ***