Group Branch Network Reorganization and Mergers Within the Group
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N E W S R E L E A S E Approval of the 4roup ,ranch net0or5 reorgani7ation plan and of the merger of 8anca Popolare di Cremona and 8anca Popolare di Crema into 8anca Popolare di Lodi .erona, 13 May 2011 < The Management and Supervisory 8oards of 8anco Popolare have approved the plan to reorgani7e the ,ranch net0or5s of its retail ,an5s 18anche del Territorio2 and the merger of 8anca Popolare di Cremona and 8anca Popolare di Crema into 8anca Popolare di Lodi. These projects represent one of the 5ey elements of the 8usiness Plan, 0hich is no0 under development and shall ,e presented ,y next June. The Plan guidelines actually include a num,er of actions aiming at enhancing the efficiency and strengthening the 4roup@s retail footprint. The a,ove projects, 0hich involve the ,ranch distri,ution net0or5, 0ill ,e reali7ed through the rearrangement of the distri,ution net0or5 at to0n level. The decision to act at grassroots level, directly at the smallest geographical/administrative unit, allo0s us to com,ine the economic and commercial ,enefits 0e expect to o,tain from this streamlining 0ith our respect for uniAue local characteristics as are expressed ,y the individual communities, 0hich represent a distinctive reference point for a popolare ,an5. The ,ranch reorgani7ation plan, 0hich is su,ject to the authori7ation of the Supervisory Authority, provides for the s0ap of 161 ,ranches among the 4roup retail ,an5s. The ,ranches 0ill ,e reallocated, depending on the cases, ,y 0ay of an ela,orated series of disposals, transfers and spin-offs of ,usiness operations 1the latter perfected in simplified form2 among ,an5s of the 4roup. Once the reorgani7ation is completed, the 4roup structure shall rely on five retail ,an5s - the 8anche del Territorio - and 8anca Aletti, 0hile the shareholding structures of the retail ,an5s, considering the merger of the 8anche Popolari di Cremona and Crema, 0ill ,e eAuivalent to the existing ones. The transactions are expected to ,e completed ,y 2011. 8ased on legal and organi7ational analyses, the plan schedule 0as prepared ,y staggering the transactions in four groups from August to Novem,er 2011, depending on their effectiveness date. The last series of deals includes the a,ove mentioned merger of the 8anche Popolari di Crema and Cremona into 8anca Popolare di Lodi. COMUNICAZIONE E 1 RELAZIONI ESTERNE Media Relations Tel. +39-045- 67504 / 67/120/121 +39-0371-5 012 ufficio.stampa+,ancopopolare.it IN.ESTOR RELATIONS Tel. +39-045- 675537 investor.relations+,ancopopolare.it 000.,ancopopolare.it 1IR section2 The ,an5s involved in the plan all ,elong to the 4roup, namely: 8anca Popolare di .erona < S.4eminiano e S.Prospero, 8anca Popolare di Novara, 8anca Popolare di Lodi, Cassa di Risparmio di Lucca Pisa Livorno, Credito 8ergamasco, 8anca Popolare di Cremona, 8anca Popolare di Crema. Illustrated ,elo0 is the detailed list of ,ranches under transfer su,divided ,y the retail ,an5 of ,elonging, 0ith their final destination: • from Banca Popolare di Novara: 32 ,ranches to 8anca Popolare di Lodi 1of 0hich 1 ,ranches located in the province of 4enoa, ,ranches in the province of .arese, 5 ,ranches in the province of La Spe7ia and 1 ,ranch in the province of Milan2C 1 ,ranch to Cassa di Risparmio di Lucca Pisa Livorno 1located in the province of 4rosseto2C 1 ,ranch to Credito 8ergamasco 1located in the province of Rome2C • from Banca Popolare di Lodi: 25 ,ranches to 8anca Popolare di Novara 1of 0hich 12 ,ranches located in the province of Savona, 3 in the province of Milan, 3 in the province of Drosinone, 2 in the province of Imperia, 2 in the province of Latina, 2 in the province of Rome and 1 in the province of Pavia2C 1 ,ranches to Credito 8ergamasco 1of 0hich 9 ,ranches located in the province of .arese, 4 in the province of Como, 3 in the province of Milan, 1 in the province of 8ergamo and 1 in the province of Rome2C 6 ,ranches to 8anca Popolare di .erona-S.4eminiano e S.Prospero 1located in the province of 8ologna2C • from Banca Popolare di Cremona: 21 ,ranches to Credito 8ergamasco 1of 0hich 10 ,ranches located in the province of 8rescia, 10 in the province of 8ergamo and 1 in the province of Mon7a-8rian7a2C 2 ,ranches to 8anca Popolare di .erona-S.4eminiano e S.Prospero 1of 0hich 1 ,ranch located in the province of 8rescia and 1 in the province of Mantua2C • from Credito Bergamasco: 17 ,ranches to 8anca Popolare di Lodi 1of 0hich 4 ,ranches located in the province of Cremona, 4 located in the province of Rome, 3 in the province of Mon7a-8rian7a, 2 in the province of 4enoa, 2 in the province of Milan and 2 in the province of Parma2C 10 ,ranches to 8anca Popolare di .erona-S.4eminiano e S.Prospero 1of 0hich 3 ,ranches located in the province of .erona, 2 in the province of 8ologna, 2 in the province of Treviso, 1 in the province of Mantua, 1 in the province of Padua and 1 in the province of .icen7a2C ,ranches to 8anca Popolare di Novara 1of 0hich 2 ,ranches located in the province of Turin, 2 in the province of Milan, 2 in the province of Rome, 1 in the province of Alessandria and 1 in the province of Novara2C • from Banca Popolare di Crema: ,ranches to Credito 8ergamasco 1of 0hich 7 ,ranches located in the province of 8rescia and 1 in the province of 8ergamo2C • from Cassa di Risparmio di Lucca Pisa Livorno: 5 ,ranches to 8anca Popolare di Lodi 1located in the province of La Spe7ia2C • from Banca Popolare di Verona-S.Geminiano e S.Prospero: 4 ,ranches to Credito 8ergamasco 1located in the province of 8rescia2C 1 ,ranch to 8anca Popolare di Lodi 1located in the province of 8ologna2C 2 ,ranches to 8anca Popolare di Novara 1of 0hich 1 located in the province of Milan and 1 ,ranch in the province of Rome2. According to our estimates, once the ,ranch reorgani7ation of the 4roup retail ,an5s is completed, 5 ,ranches 0ill still ,e concerned ,y a territorial overlap, and their COMUNICAZIONE E 2 RELAZIONI ESTERNE Media Relations Tel. +39-045- 67504 / 67/120/121 +39-0371-5 012 ufficio.stampa+,ancopopolare.it IN.ESTOR RELATIONS Tel. +39-045- 675537 investor.relations+,ancopopolare.it 000.,ancopopolare.it 1IR section2 possi,le closedo0n shall ,e assessed ,ased on a thorough analysis of all the related organi7ational and property aspects. The resulting rationali7ation of the ,ranch net0or5s 0ill produce immediate and future ,enefits, among 0hich: reduced costs in various areas, especially in terms of real estateC removal of commercial overlaps, for example neigh,oring ,ranches ,elonging to different ,an5s of the 4roupC elimination of pricing inconsistencies among similar products and servicesC a more po0erful and competitive mar5eting action ,oosted ,y a close-5nit ,ranch net0or5 and ,y leveraging the strong local ,rand a0areness 0ithin the different to0ns. The impact on the capital ratios of 8anco Popolare, as the a,ove transactions shall have no impact on the consolidated ratios, is not significant. The value of the disposed and transferred ,usiness operations, approved ,y the 8oard, have ,een determined 0ith the assistance of the advisors EAuita SIM and EPM4 Corporate Dinance 1a division of EPM4 Advisory S.p.A.2. Com ination of Banca Popolare di Cremona and Banca Popolare di Crema into Banca Popolare di Lodi The com,ination of the t0o ,an5s into 8anca Popolare di Lodi represents a 5ey element of the 4roup@s territorial reorgani7ation. 8ringing the t0o acAuiree retail ,an5s under a single coordinating entity 0ill allo0 us to o,tain significant ,enefits from: enhanced mar5eting efficacy ,y reducing internal competition 0ithin the same mar5et territory, cost rationali7ation across the distri,ution net0or5, more cohesive central planning and control action 0hile respecting and promoting the identity and the value of local ,rands. Clearly, the deals are mindful of the experience and professional s5ills of the personnel deployed on the territory, part of 0hich may ,e reassigned to other structures along the principle of a Fcommon use of resourcesG. Merger y acquisition of Banca Popolare di Cremona in BPL The merger shall ,e executed pursuant to art. 2505-,is c.c., 1acAuisition of a 90H o0ned company2. 8anca Popolare di Cremona 1BPCR, Acquiree2 is 99.63H o0ned ,y 8anca Popolare di Lodi 1Acquirer, BPL2 and the remaining 0.37H is held ,y more than 2,000 private shareholders. The merger plan expressly grants 8PCR@s minority shareholders the right to sell their shares to 8PL at a price of Euro 7.50 for each 8PCR share, calculated ,ased on the criteria provided for 0ithdra0als. The terms and conditions for 8PCR shareholders to exercise the a,ove right shall ,e communicated and regulated under the la0. Note that the exchange ratio 0as fixed at 36 ordinary shares of the AcAuirer, 0ith a par value of Euro 1.00 each, every 5 ordinary shares of 8PCR, and that no cash payment for residual odd lots is provided. The exchange ratio has ,een computed 0ith the assistance of the advisors EAuita SIM for 8PCR and EPM4 Corporate Dinance, a division of EPM4 Advisory Spa, for 8anca Popolare di Lodi. Once the merger is finali7ed, all 8PCR shares are going to ,e cancelledC those 0hich are not held ,y the AcAuirer 0ill ,e replaced 0ith ne0ly issued 8PL shares, ,ased on the computed exchange ratio. To this end, the AcAuirer shall increase its share capital ,y max Euro 94,621.00, ,y issuing max. 94,621 ordinary shares, 0ith a par value of Euro 1.00 each, to ,e assigned to 8PCR shareholders, other than the AcAuirer, and excepting a smaller COMUNICAZIONE E 3 RELAZIONI ESTERNE Media Relations Tel.