UniCredit: Regional Administrative Court (TAR) limits its golden power over Banco BPM takeover bid.

The Lazio Regional Administrative Court (TAR) has partially upheld Unicredit's appeal challenging the legitimacy of the government's "golden power" in its takeover bid for Banco BPM. Two provisions of the Prime Minister's Decree establishing the shield on takeover bids to protect national security in banking matters were rejected, while two others were deemed legitimate.

Two specific provisions were eliminated: the first requires "not reducing the loan-to-deposit ratio practiced by Banco BPM and UniCredit in Italy for a period of five years, with the aim of increasing lending to households and domestic SMEs," referring to the timeframe; the second concerns the requirement to maintain the project finance portfolio.

However, there has been no comment on the deadline set by the Prime Ministerial Decree requiring UniCredit's exit from Russia or the need to maintain Anima's investments in Italian assets. Now, amid conflicting legal opinions, the ball could be in the government's court to pass a new Prime Ministerial Decree. In any case, the July 23rd offer deadline appears very close for a clear picture to emerge by that date.

"The government welcomes the ruling, which largely confirms the legitimacy and therefore the structure of the Golden Power, particularly its key aspects: the obligation for UniCredit to divest its assets in Russia within nine months and the retention of Italian securities in Anima," sources at the Ministry of Economy and Finance stated after the TAR ruling. "Economic security is therefore recognized as an element of national security: a fundamental principle that underpins the Golden Power in question and will be increasingly important in the future," the Ministry of Economy and Finance sources specified.

The potential target of the operation launched by the bank led by Andrea Orcel, Banco BPM, adds that the TAR's decision confirms "the government's correct conduct and, in particular, the substantial legitimacy of the provisions contained in the Prime Ministerial Decree of April 18" for the exercise of the golden power. The Meda-based bank also hopes that Unicredit "will clarify its intentions regarding a takeover bid, which will be completed more than eight months after its announcement."

The same reading is also seen on the other side of the fence, where Unicredit "welcomes today's TAR decision." The bank emphasizes that the Court upheld the appeal, "deeming the use of the Golden Power unlawful and requesting the issuance of a new decree" and "continues to evaluate the evolving situation and will promptly make all necessary decisions."

The lengthy ruling is being analyzed in Piazza Gae Aulenti, and any decision on how to proceed will be up to the Board of Directors, which may be convened soon. For now, managers are discussing a ruling in meetings with their lawyers, in which for the first time the administrative courts have blocked, even if only partially, the content of a government golden power measure.

The consensus is that the ball is now in the executive's court, which, according to UniCredit's lawyers, would necessarily have to issue a new Prime Ministerial Decree to accommodate the TAR's decision. Specifically, the administrative court's ruling, contained in a complex provision, considers the deadlines for UniCredit's exit from the Russian Federation to be valid, a particularly sensitive issue.

Even in its possible implementation, given the many restrictions placed on similar matters by the government and the Moscow presidency. Then, further complicating matters, there's the judgment, again on the golden power for the UniCredit takeover bid, that the government awaits from the European Commission. For now, Brussels, whose stance does not appear favorable to the application of special powers in this matter, has been stalling, but the discussions are expected to be concluded soon. This is also to ensure the timeline for this hard-fought takeover bid is met.