Monthly M&A Insider - Mergermarket

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Deal of the month Target: Banca Italease SpA Announced: 16 March 2009 Bidder: Banco Popolare Deal value: €174m Seller: Deal nature: Recommended Description • Banco Popolare, the Italian listed bank, has launched a public offer for all outstanding shares that it does not own in Banca Italease, its domestic counterpart. Structure • The transaction will be conducted via a voluntary public offer. Terms • Banca Italease’s shareholders will receive €1.50 in cash per each share held. • The offer values the entire share capital of Banca Italease at €252.6m. • The offer values the stake to be acquired assuming the 100% level of acceptances at €174.3m. • The offer represents a premium of 13.98% to Banca Italease’s closing price of €1.316 on 13-Mar-09, the last trading price prior to the formal announcement. • The offer represents a premium of 39.53% to Banca Italease’s closing price of €1.075 on 09-Mar-09, the last trading price prior to the trading suspension pending a formal announcement. Major shareholders and irrevocables • Banco Popolare owns 30.7% of banca Italease. • BPER, BPS, BPM and Reale Mutua, Banca Italease major shareholders representing 21.47%, have agreed to tender to the PTO all the shares owned in Banca Italease. • The total level of acceptances and shares held by Banco Popolare is 52.17%. Italy Post-acquisition restructuring • Reorganisation plan of Banca Italease activities envisaged through allocation of Banca Italease Group activities among Banco Popolare, BPER, BP Sondrio e BPM, according to the following main criteria: 1)distribution channel of loan portfolio (banking channel or other); 2) classification of the loan portfolio (in bonis or non performing); 3) status of the loan portfolio (securitised or unsecuritised). • The structure identified and shared among Banco Popolare, BPER, BP Sondrio and BPM, envisages the set up of two new entities (“NewCo Uno” and “NewCo Due”), adequately capitalised, in which to hive down the formerly selected activities. • The current banking shareholders will be differently involved in NewCo Uno and NewCo Due, with reference to agreements underlying the Reorganisation project. • Following the rights issue od Newco Uno and Newco Due, Banca Italease (owned 100% by Banco Popolare) will own 80% in NewCo Uno with combining 20% owned by BPER, BPS and BPM; 32.8% of Newco Due will be owned by Banca Italease with remaining 67.2% owned by BPER, BPS and BPM. Post-acquisition funding • NewCo Uno will be financed pro quota by the shareholding banks. • NewCo Due will be financed by BPER, BPS and BPM. Conditions • 90% acceptances • Relevant Regulatory Approvals Monthly M&A report – 134
Deal of the month Exit multiples – Y/E 31/12/08 Premium analysis Italy Multiples Value (EURm ) Offer price per share (€) 1.5 Revenue n/a n/a 1 day before 13.98% EBITDA n/a n/a 1 month before -16.67% EBIT n/a n/a 1 day after 2.88% Earnings - - Pre-rumor 39.53% Advisers Target/Seller Bidder Financial Morgan Stanley Financial Mediobanca SpA Legal Chiomenti Studio Legale Legal Studio Legale Pavesi Gitti Verzoni PR - PR Community Group Mergermarket/dealReporter Intelligence 19-Mar-09 Banca Italease: Banco Popolare to file offer with Bank of Italy and AGCM in next few days; document expected to be published in 20 days, source says 16-Mar-09 Banca Italease: Banco Popolare plans to launch a rights issue of about €800m after public offer, CEO says Timetable and Expected Events Regulatory Date Notes AGCM (Italy) Offer Timetable dR estimation Autorita Garante della Concorrenza e del Mercato; phase 1 30 cd (15 cd if public offer); phase 2 45 calendar days CONSOB approval 15 trading days (30 trading days if consideration in the form of unlisted shares) Offer document issued normally next trading days from CONSOB approval Target’s official response notified to CONSOB latest 2 trading days from opening of offer period, published latest at opening of offer period; if offer FRIENDLY, statement issued prior to publication in order to be attached with offer document Offer period commences earliest 5 trading days after publication; if offer FRIENDLY, offer period may commence next trading days after publication Latest date for rival bid 5 trading days from FCD Latest date for revised offer 3 trading days from closing First Closing Date (FCD) 25-40 trading days for preliminary offers, 15 - 25 trading days for mandatory offers Offer Results next trading day Settlement 5 trading days after FCD Company Events Date BIL AGM 23-Apr-09 ref 23-04-09 - 1st session; 24-04-09 2nd session; to approve FY 08 results; from co BP AGM 24-Apr-09 ref 24-04-09 - 1st session; 25-04-09 2nd session; to approve FY 08 results; from co Monthly M&A report – 135
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Monthly M&A Insider A mergermarket
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Introduction Despite a reasonably s
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M&A faces Q&A: Non-European Investm
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Video-sharing websites face consoli
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The rising importance of mid-market
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Signs that a sick market is returni
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The Potential Impact of the Energy,
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Deal of the month RATIONALE & SYNER
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Top deals Top 15 North American ann
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Expected deals Pipeline of North Am
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League tables Top 20 financial advi
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Trend graphs North American M&A qua
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Trend graphs North American M&A dea
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Mid-market deals North American M&A
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Latin America Odebrecht Group consi
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Deal of the month Advisers Target/s
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Top deals Top 5 Latin American anno
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Expected deals Pipeline of Latin Am
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Trend graphs Latin American M&A qua
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Mid-market deals Top 5 Latin Americ
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Asia-Pacific SOUTH KOREA LG Innotek
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Top deals Top 15 Asia-Pacific annou
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Monthly M&A report - 47 Asia-Pacifi
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Trend graphs Asia-Pacific M&A Geogr
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Mid-market deals Asia-Pacific M&A q
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Greater China Tech deals lead Taiwa
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Deal of the month Target: Tianjin P
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Top deals Top 15 Greater China anno
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Expected deals Pipeline of Greater
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value ($m) Trend graphs Greater Chi
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Mid-market deals Top 10 Greater Chi
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Mid-market league tables Top 10 mid
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Deal of the month Target: USJ Co.,
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Top deals Top 15 Japanese announced
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Trend graphs Japanese M&A quarterly
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value ($m) Mid-market deals Top 10
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Australia Looming recession keeps A
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Top deals Top 15 Australian announc
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Expected deals Pipeline of Australi
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Page 85 and 86: Mid-market deals Top 10 Australian
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Page 89 and 90: Top deals Top 5 European announced
Page 91 and 92: League tables Activity table of pri
Page 93 and 94: Trend graphs European M&A annual tr
Page 95 and 96: Trend graphs Transatlantic deals va
Page 97 and 98: Mid-market deals Announced Status T
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Page 111 and 112: Germany Consolidating the German ne
Page 113 and 114: Deal of the month Target: Daimler A
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Page 117 and 118: value (€m) Trend graphs German M&
Page 119 and 120: Mid-market deals German M&A quarter
Page 121 and 122: France M&A in Q1 • The M&A activi
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Page 125 and 126: Expected deals Pipeline of French e
Page 129 and 130: Trend graphs French M&A annual tren
Page 131 and 132: Mid-market deals French M&A Quarter
Page 133: Italy M&A in Italy in 2009 • The
Page 137 and 138: Top deals Top 5 Italian announced d
Page 139 and 140: League tables Top 15 financial advi
Page 141 and 142: Trend graphs Italian M&A quarterly
Page 143 and 144: value (€m) Mid-market deals Top 5
Page 145 and 146: Benelux Solvay: possible divestment
Page 147 and 148: Deal of the month Target: Vanderlan
Page 149 and 150: Top deals Top 5 Benelux announced d
Page 151 and 152: Expected deals Pipeline of Benelux
Page 155 and 156: Trend graphs Benelux M&A Annual Tre
Page 157 and 158: Mid-market league tables Top Mid-ma
Page 159 and 160: Deal of the month Target: Compania
Page 161 and 162: Top deals Top 15 Iberian announced
Page 163 and 164: Expected deals Pipeline of Iberian
Page 167 and 168: Trend graphs Iberian M&A Annual Tre
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Page 171 and 172: Deal of the month Target: Roxar ASA
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Top deals Top 15 CEE & CIS announce
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Top Deals Top 5 Poland announced de
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Trend graphs CEE and CIS M&A quarte
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Mid-market deals Top 10 CEE & CIS a
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Russia • During the first quarter
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Top deals Top 10 Russian announced
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Expected deals Pipeline of Russian
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Trend graphs Russian M&A quarterly
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Mid-market deals Top 10 Russia anno
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The stage is yours. Which role will
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