Banca Pop Sondrio board: BPER bid undervalues synergies, future growth

In a lengthy statement, the board of Banca Popolare di Sondrio criticised BPER’s takeover bid, noting that the offer was announced “before the presentation of BPS’s new 2025–2027 Industrial Plan, meaning BPER’s valuation does not take into account these significant elements.”

The board also argued that BPER’s assessment relied on consensus estimates from a “limited number of research analysts whose projections have historically underestimated BPS’s actual results, which have consistently outperformed consensus.”

As a result, the board said, the premium BPER claims to offer shareholders is “very limited, a rare occurrence in transactions of this kind,” and that “since the announcement, the offer price has remained below BPS’s market price.”

Furthermore, according to the board, the offer “does not adequately value the synergies from the proposed merger and, given the significant difference in cash dividend payout ratios between BPS and BPER, the consideration would dilute BPS shareholders in terms of expected dividends per share for 2025 and cumulative dividends over 2025–2027.”