16 November, 2016

Italy Bank Mergers & Acquisitions (Banco BPM)

In the 1970s, Italy suffered from a severe shortage of small-denomination coinage, and commercial banks issued their own small-denomination banknotes known as miniassegno (or miniassegni in plural) like this 50 Italian lira miniassegno issued by the Banca Popolare di Milano (today's Banco BPM). Though not legal tender, the miniassegni were widely circulated and used to represent small change at the time.

Banco BPM (2016 to present)

Banco BPM was formed in October 2016 by the merger of two joint-stock co-operative banks with very similar names: Banca Popolare di Milano (Banca BPM) and Banco Popolare.  Note that the bank was known as Banca BPM before the merger with Banco Popolare, but Banco BPM after the 2016 merger. Banco BPM can trace its origins to many regional banks, whose histories can be best explained by the three banking groups that they evolved into during the first decade of the 21st century.

The old Banca Popolare di Milano (Banca BPM)

Inspired by the co-operative moment that was prevalent in 19th century Europe, a young economist named Luigi Luzzatti in 1865 founded the Banca Popolare di Milano. (Mr. Luzzatti would later become Italy’s Prime Minister in 1910.) Banking in the 19th century in most of the world was typically a local business, as nationwide branch networks did not exist until the 20th century is most cases. For Banca Popolare di Milano, its first two branches outside of its head office building opened in 1881, but only to be shut two years later, which for banks in the era was not uncommon. Before the days of computers and the internet, capital, money and information could not be easily and instantly transferred or accessed between offices. For a bank to open a branch office was almost no different from launching a brand new bank, for the branch would require its own capital and its own deposit base.  In other words, opening new branches was simply a risky and costly affair for any bank.

It wasn’t until 1911, some 30 years after its first attempt, that BPM opened a branch office in Milan once again. This time, the venture was very successful, as clients flocked to the new office and a strong deposit base was built soon. The start of World War I in 1914 initially brought panic to Italy, and a run on deposits at BPM. But being the industrial heartland of the country, soon Milan and the rest of Northern Italy prospered from the war’s soaring demand for industrial goods. Unfortunately, when peace returned in 1918, inflation remained stubbornly high, and the massive debts incurred during the war became unsustainable. The economic chaos led to a sharp depreciation of the Italian lira, and social unrest intensified during the 1920s.

The Great Depression of 1929, which originated in the United States, further aggravated Italy’s already decade-long stagflation. This economic and social crisis culminated in the 1933 collapse of the Italian banking system. The three largest banks in the country were nationalized while many smaller ones either went bankrupt, or were ordered by the Italian government to join the somewhat more healthy banks.

In due course, BPM did survive both the Great Depression and World War II. By the time peace returned in 1945, BPM had 5 branches as well as 33 agencies.

In the 1950s, BPM sought to expand beyond its Lombardy border. However, Italy’s bureaucratic and protectionist political system banned regional banks based in one province from entering another province directly. They were, however, allowed to acquire regional banks outside of their domicile in some cases, particularly if the target banks were financially unstable. In 1957, BPM made its first corporate acquisition by taking over the Banca Popolare di Roma (founded in 1924), allowing the Milan-based bank to expand into Rome and forge direct links between Italy’s two largest cities.

During the 1960s and 1970s, BPM benefited from Milan’s and Lombardy’s robust industrial economy. As such, BPM opened many new branches to capture the growing economic prospect. However, BPM also faced fierce competition from other co-operative and savings banks, as well as the much bigger national banks that specialized in corporate and merchant banking. Over time, regional banks formed strategic alliances with each other to achieve better synergy, to spread their credit risk, and to offer greater geographical reach for their respective clients. During this period, BPM acquired a minority stake in an agricultural bank called Banca Agricola Milanese and well as a 60% stake in a fellow co-operative bank called Banca Briantea.

While BPM was keen as a consolidator of other banks, Banca d’Italia, the Central Bank, blocked numerous merger attempts proposed by BPM and other co-operative, savings and even national banks. The long-held political and corporate culture of small-scale, local and autonomous businesses was not to be ruffled. In 1979, however, when Banca Popolare Cooperativa Vogherese became illiquid, BPM was permitted to rescue and take over the ailing bank.

BPM for the first time opened offices outside of Italy (in London, New York and Frankfurt) during the 1980s to provide support to the bank, and to raise its profile internationally. Towards the end of the decade, the European Union began to constitute a “single-market” framework, with the aim to open up borders to allow free movement of goods, services, capital and people between all member states, to be effective in 1993. This policy would throw the Italian banking market wide open to competition from other EU banks. To prepare the backward and fragmented domestic banking market for the new competition, Italy proposed a plan that centred on four goals: de-nationalization (relinquishment of state management), consolidation, modernization and strengthening. The former anti-consolidation policy was relaxed and in due course, BPM took over the Banca Popolare di Bologna e Ferrara in 1988, and the Banca Popolare di Apricena in 1989.

Throughout the 1990s, BPM entered the equipment finance (leasing) and life insurance business by forming joint-ventures with merchant and investment bank Mediobanca and insurer RAS. And in 1994, BPM became the first co-operative bank in Italy to be listed on the main stock market. Previously, its stock had been listed on the restricted market. As such, Italy’s co-operative banking sector began a hybrid mutual-joint-stock arrangement, where its ownership structure displays traits of typical co-operative format (mutually-owned by members) but yet with shares that can be bought and sold via the stock market (joint-stock shareholding).

Beginning in 1997, BPM made an intense series of acquisitions, first of the two banks that it had held a stake for decades, namely Banca Agricola Milanese and Banca Briantea, then a significant stake in Banca Akros (1998), Banca 2000 (1999, formerly Ina Banca), Banca di Legnano (2001), savings bank Cassa di Risparmio di Alessandria (2004) and Banca Popolare di Mantova (2008).

Banca Popolare Italiana (BPI)

The holding company Banca Popolare Italiana was the new name chosen by Banca Popolare di Lodi in 2005. But it only existed till 2007, when it was taken over by the Banco Popolare di Verona e Novara for EUR 8.2-billion to become the Banco Popolare group. The year 2005 for BPI was, however, more remembered for its “bancopoli” scandal. At the time, Dutch bank ABN AMRO made a bid to acquire Italian bank Banca Antonveneta. BPI, which already owned a small stake in Banca Antonveneta, also wanted to acquire the bank but lacked the means to compete with ABN AMRO’s financial prowess. BPI then secretly acquired significant stakes in Banca Antonveneta using illegally-obtained funds, in some cases, even customer deposits at BPI. The inside stock trading, embezzlement and stock manipulation scandal was apparently known to and covered up by the Italian Central Bank, as Banca d’Italia Governor Antonio Fazio had close personal ties with BPI’s Managing Director Gianpiero Fiorani. After the scandal exploded, Antonio Fazio resigned from the Central Bank and BPI’s Gianpiero Fiorani was arrested and charged. In the end, BPI’s illegally purchased shares in Banca Antonveneta were confiscated and turned over to the only legitimate offer: ABN AMRO.

The major predecessor banks that became BPI are briefly explained below.

Banca Popolare di Lodi (1864 to 2007)

The core predecessor of Banca Popolare Italiana (BPI) was the Banca Popolare di Lodi, which was founded in 1864.  Lodi is a province in the Italian region of Lombardy. Like many co-operative banks, it offered banking services but also supported local infrastructure and economic development. By the late 1980s, the bank had expanded outside of Lombardy into Emilia Romagna, Lazio and Piedmont with 110 branches.

At the turn of the 21st century, Banca Popolare di Lodi made a wave of acquisitions including three savings banks Casse di Risparmio di Lucca, Pisa e Livorno* in 1999 (banks followed by an asterisk * have separate descriptions below), investment bank Efibanca - Ente Finanziamenti Industriali (2000), ICCRI – Istituto di Credito delle Casse di Risparmio Italiane (2000), Cassa di Risparmio di Imola* (2000), Banca Popolare di Crema* (2001), Banca Popolare del Trentino* (2003), Banco di Chiavari e della Riviera Ligure* (2003) and Banca Popolare di Cremona* (2003). In 2005, a parent company known as Banca Popolare Italiana (BPI) was formed to hold the various banks acquired by Banca Popolare di Lodi over the past decade.

Cassa di Risparmio di Lucca Pisa Livorno (1834/35/36 to 1999)

This savings bank traces its history to three different institutions: Cassa di Risparmio di Pisa (founded 1834), Cassa di Risparmio di Lucca (founded 1835) and Cassa di Risparmio di Livorno (founded 1836). Like other casse di risparmio, C.R. di Pisa, C.R. di Lucca and C.R. di Livorno in the early 1990s were converted to joint-stock banks and separated from the charitable foundations that held them. In 1995, these three savings banks amalgamated under a parent company called Holding Casse del Tirreno. In 1999, Casse del Tirreno joined the Banca Popolare di Lodi.

Cassa di Risparmio di Imola (1855 to 2000)

Like other savings banks in Italy, Cassa di Risparmio di Imola had a dual mandate to offer banking services as well as do charitable work to support the local economy and society. It was founded in 1855 and was taken over by Banca Popolare di Lodi in 2000.

Banca Popolare di Crema (1870 to 2001)

Banca Popolare Agricola di Mutuo Credito was created in 1870 in the agricultural town of Crema. The bank was later renamed Banca Popolare di Crema. It became part of the Banca Popolare di Lodi in 2001.

Banca Popolare del Trentino (1984 to 2003)

Banca Popolare del Trentino was the youngest constituent bank to become the Banco BPM. It was only established in 1984 and in 2003, it became part of the Banca Popolare di Lodi.

Banco di Chiavari e della Riviera Ligure (1870 to 2003)

In 1870, a number of businessmen founded the Banco di Sconto del Circondario di Chiavari. The bank adopted its current name in 1921. In 1968, it was acquired by the much larger Banca Commericale Italiana (BCI). In 2001, BCI merged with Banca Intesa (which become today’s Intesa Sanpaolo). Banca Intesa divested Banco di Chiavari e della Riviera Ligure to Banca Popolare di Lodi in 2003.

Banca Popolare di Cremona (1865 to 2003)

The bank began life as the Società Popolare di Mutuo Credito in Cremona in 1865. Cremona is an agriculturally-rich region in Lombardy. In 2003, Banca Popolare di Cremona became part of the Banca Popolare di Lodi.

Banco Popolare di Verona e Novara (1867 to 2007)

Banca Mutua Popolare di Verona was founded in 1867 in Italy’s booming northern industrial heartland. It opened its first branch office in 1927, and expanded outside of Verona in 1933. During the 1930s economic depression, it took over rival Banca Cattolica Veronese.

As a co-operative bank, Banca Popolare di Verona in the post-WWII era financed the re-building effort as well as new infrastructure such as railways, highways and canals. As explained earlier, Italy’s banking system in the late 1980s and the entire 1990s experienced a wave of consolidations, as the country prepared for the open-border market under the EU framework. Banca Popolare di Verona first acquired the Banca Popolare di Castiglione delle Stiviere in 1988. Between 1993 and 1995 the bank merged with the Banco S. Geminiano e S. Prospero* (banks followed by an asterisk * have separate descriptions below) to become Banca Popolare di Verona – Banco S. Geminiano e S. Prospero. Then in 1997, it took over the Credito Bergamasco*. It acquired Banca Aletti* in 2000 and in 2002, merged with the Banca Popolare di Novara*. Following this last amalgamation, the name of the bank was updated to Banco Popolare di Verona e Novara. In 2007, it took over Banca Popolare Italiana (BPI) for EUR 8.2-billion to become the Banco Popolare group.

Banco S. Geminiano e S. Prospero (1897/99 to 1995)

Emilia-Romagna is a region in Northern Italy well known for its capital city of Bologna. At the close of the 19th century, two banks that became part of the Banco BPM were established, namely the Banco S. Geminiano in the city of Modena in 1897, and the Banco S. Prospero in the city of Reggio Emilia in 1899. In 1932, these two banks consolidated into the Banco S. Geminiano e S. Prospero to gain efficiency and expand their reach.  Between 1993 and 1995, Banca Popolare di Verona and Banco S. Geminiano e S. Prospero merged to become known as – a very long and cumbersome name – Banca Popolare di Verona – Banco S. Geminiano e S. Prospero (BPV BSGSP).

Banco San Marco (1895 to 1995)

Many visitors to Venice would have come across a Banco San Marco branch in the city’s famous Piazza San Marco. The Venetian bank was founded in 1895. In 1995, the bank was taken over by Credito Bergamasco, which itself was combined into Banca Popolare di Verona – Banco S. Geminiano e S. Prospero in 1997.

Credito Bergamasco (1891 to 1997)

Credito Bergamasco was founded in Bergamo in 1891 as Banca Piccolo Credito Bergamasco. The bank had a history of supporting local art, culture, healthcare and science. In 1989, French bank Cr̩dit Lyonnais acquired a 56% stake in Credito Bergamasco, but sold it to the Banca Popolare di Verona РBanco S. Geminiano e S. Prospero group in 1997, which in 2002 became the Banco Popolare di Verona e Novara.

Banca Aletti (1826 to 2000)

Banca Aletti began in 1826 as a bureau de change (foreign exchange dealer) in Milan. It over the decades became a stockbroker and private bank. In the 20th century, members of the Aletti family were prominent executives of the Milan stock exchange. In 1992, Banca Popolare di Verona became a shareholder of Aletti & C. Sim. In 1998, it gained the approval to offer banking service, becoming Banca Aletti & C. In 2000, Banca Popolare di Verona took full control of Banca Aletti, which now forms the private banking and investment banking division of the group.

Banca Popolare di Novara (1871 to 2002)

Banca Popolare di Novara was created in 1871 in northwestern Italy. It grew to become one of the largest co-operative banks in Piedmont region and by the 1920s, had expanded into Milan, Genoa and even Rome in central Italy. By 1971, its network numbered 300 branches. Overseas offices were set up in England, France, Switzerland and Luxembourg by the last quarter of the 20th century. In 2002, Banca Popolare di Novara merged with the Banca Popolare di Verona – Banco S. Geminiano e S. Prospero group. The new bank dropped the “Banco S. Geminiano e S. Prospero” part of the name and instead became known as Banco Popolare di Verona e Novara.

Recent transactions:
  • In 2007, Banco Popolare di Verona e Novara took over Banca Popolare Italiana (BPI) for EUR 8.2-billion (USD $10.26-billion) and adopted a new name: Gruppo Banco Popolare. In the Italian press, the new bank was sometimes known simply as “Banco”.
  • In 2016, Banca Popolare di Milano and Banco Popolare merged to become the new Banco BPM, the new Banco BPM ranked No. 3 in Italy in some measures.

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