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The long-awaited marriages involving Italy's big banks may finally be at
hand.
Banca Intesa SpA and Sanpaolo IMI SpA called separate board meetings for
tomorrow to discuss a possible merger of two banks with a total market value of
more than ?0 billion, or about $65 billion, potentially accelerating the
consolidation of the country's lucrative but fragmented banking sector.
A tie-up between Italy's No. 2 and No. 3 banks by market capitalization,
after Unicredito SpA, would redraw the Italian banking map and create the
country's largest retail bank by number of branches. It also could open further
expansion possibilities in Italy to foreign banks.
Italy, where banking fees are among the highest in Europe, is one of the most
attractive markets on the Continent for foreign banks. The country's new top
banking regulator, Bank of Italy Gov. Mario Draghi, has been trying to open the
sector to foreign investment while simultaneously urging Italian banks to
undertake domestic consolidation. A marriage between two of the country's top
banks could provide momentum for smaller Italian banks to search for partners as
well.
An Intesa-Sanpaolo alliance would create Europe's 13th-biggest bank, with the
size necessary to compete with large European rivals, though it would remain
heavily dependent on the underperforming Italian economy.
Representatives of the two banks said a merger would bring synergies in
corporate and investment banking, and particularly in money management. In
January, Intesa sold its share of Nextra, its asset-management portfolio, to
French lender Cr¨¦dit Agricole SA, which owns nearly 18% of Intesa. A merger
would allow Intesa to offer Sanpaolo's asset-management products through its
branch network.
However, Intesa, based in Milan, and Sanpaolo, based in Turin, would have
considerable overlap in merging their lucrative retail operations, both of which
are concentrated in Italy's wealthy north.
"Bottom line, the deal is positive," said Marcello Zanardo of Keefe, Bruyette
& Woods, saying he expects shareholders to approve the merger. "You're
looking at synergies worth" more than a billion euros, he said.
Sanpaolo shares rose 6.1% to close at ?5.56 ($19.91) in Milan, while Intesa
rose 7.6% to close at ?.03.
An Intesa-Sanpaolo tie-up also could open up opportunities for foreign banks
to make offers for other Italian lenders, such as Capitalia SpA, Italy's
fourth-largest bank. The Rome-based bank's shares have risen 31% this year
partially on speculation that it would be taken over soon. Intesa and Sanpaolo
had been considered potential partners for Capitalia. But the absence of an
Italian suitor for Capitalia could open the way for foreign buyers.
Italian bank Monte dei Paschi di Siena SpA, Italy's No. 6 bank, also has seen
its shares rise 31% this year based in part on it being a takeover target.
Romano Prodi, Italy's prime minister, welcomed the potential Intesa-Sanpaolo
merger as an opportunity to create a national champion big enough to play an
active role in European banking consolidation. "Instead of always being the
'prey,' I'd like, once in a while, to also be the predator," he said.
Italy's banking sector has been among the most turbulent in Europe recently
and some expansion attempts from foreign banks have run into trouble.
Last year the European Union complained that the Bank of Italy's
then-governor, Antonio Fazio, was using his regulatory authority to hamper
foreign banks from taking over Italian lenders. Mr. Fazio later resigned after
Italian prosecutors began investigating him for insider trading and other
securities violations for allegedly attempting to obstruct a bid by ABN Amro
Holding NV for midsize Italian lender Banca Antonveneta SpA. Mr. Fazio denies
the allegations.
The affair tarnished the Italian banking sector and raised questions about
regulatory transparency.
Since Mr. Draghi took over the Bank of Italy this year, he has worked to
create greater regulatory transparency and remove hurdles to foreign takeovers.
So far this year, ABN Amro completed its takeover, and another Italian bank,
Banca Nazionale del Lavoro SpA, was bought by French bank BNP Paribas SA.
Another factor driving change in the Italian sector was Unicredito's takeover
last year of a Germany-based bank, HVB Group AG. The combination turned
Unicredito into a major European banking power and made it the leader in the
fast-growing Eastern European market.
The deal also put pressure on Intesa and Sanpaolo, Unicredito's Italian
rivals, to make moves to increase their own scale and reach. However, some
analysts were skeptical about whether an Intesa-Sanpaolo deal would create
significant value, casting the potential merger as a defensive move aimed at
keeping Italy's top banks out of foreign hands and questioning whether it could
produce significant synergies and opportunities for foreign expansion.
"They're building a fortress," said Armin Polster, a banking analyst with
Deutsche Bank. Creating synergies in their retail operations, he said, would
require staff reductions that could be politically difficult in Italy.
It is also unclear how the major shareholders of the two banks would react to
a deal. A deal between Sanpaolo and Intesa could encounter resistance from
Credit Agricole. The French bank's 18% stake makes it the largest player by far
within the shareholder pact -- the group of shareholders who joined up to
control Intesa.
That essentially gives Credit Agricole veto power over any potential deal.
Although Credit Agricole has expressed support for Intesa's effort to grow,
analysts say Credit Agricole is keen on expanding further in Italy and doesn't
want to see its stake diluted by a merger.
Intesa Chairman Giovanni Bazoli indicated Thursday that Credit Agricole
already had given its approval to the deal. Speaking at a conference in Rimini,
Italy, he added that while the size of the French bank's future stake hadn't
been determined, Credit Agricole "will not increase its presence."
Louise Tingstrom, a Credit Agricole spokeswoman, declined to say whether the
bank would accept a dilution of its stake, but said the bank would "examine in
detail any formal proposal put forward and subsequently act in the best interest
of all stakeholders."
A spokesman for Banco Santander Central Hispano SA, which owns a stake of
about 8.5% in Sanpaolo, declined to comment on the potential merger talks. The
Spanish bank has three representatives on the 17-member Sanpaolo
board.