Voluntary Public Tender Offer launched by Crédit Agricole Italia on all of Creval shares

Mediobanca acted as financial advisor to Creval

Voluntary Public Tender Offer (the “Offer”) launched by Crédit Agricole Italia S.p.A. (“CA Italia” or the “Offeror”) on Credito Valtellinese S.p.A. (“Creval” or the “Issuer”).

On 23rd November 2020, CA Italia launched a Voluntary Public Tender Offer on all of the ordinary shares of Creval, offering a cash consideration of €10.50 (cum dividend) for each share tendered to the Offer (the “Consideration”), i.e. a premium of +21.4% based on the official share price of Creval as at 20th November 2020 or +53.9% based on last 6 months VWAP.
     
On 29th March 2021, following the publication of the Offer Document dated 22nd March 2021, the Board of Directors of Creval (“Creval Board”) released an Issuer’s Statement whereby it deemed the Consideration inadequate from a financial point of view, while acknowledging the strategic rationale of the transaction.
     
On 14th April 2021, also considering an acceptance rate to the Offer at that date of c. 15.2% of Creval’s share capital, CA Italia increased the consideration of the Offer to €12.20 (cum dividend) for each share tendered to the Offer (the “New Consideration”), plus an additional consideration equal to €0.30 per share in case upon completion of the Offer CA Italia had come to hold an aggregate stake exceeding 90% of the Issuer’s share capital (the “90% Threshold”), for a maximum consideration of €12.50 per share (the “Increased New Consideration”).
     
On 19th April 2021, the Creval Board released an addendum to the Issuer’s Statement whereby it reiterated that the New Consideration was inadequate and that the Increased New Consideration, although closer to the minimum value identified by Creval Board, was subordinated to a very high threshold of the Issuer’s share capital.
   
On 20th April 2021, CA Italia waived the 90% Threshold, thus offering a final consideration of €12.50 per each share tendered to the Offer, which represents:

• a premium of +44.5% based on the official share price of Creval as at 20th November 2020, or +83.2% based on last 6 months VWAP 
• an implied valuation of Creval of c. €878m (equal to a P/TBV of c. 0.50x)
• a c. +20% increase vs. the Consideration.

According to the provisional results disclosed on 23rd April 2021, as a result of the Offer, CA Italia holds a c. 91.2% stake of the Issuer’s capital, which will allow to obtain the full control over the EGM of Creval and to proceed with its de-listing and subsequent merger.

Mediobanca acted as financial advisor to Creval, supporting Creval Board throughout the whole process and, in particular, advising the client on the strategy to improve the value recognised to Creval’ shareholders.

The transaction further reaffirms Mediobanca’s leading role in re-shaping the Italian financial sector and its deep knowledge of the FIG industry having been involved in all the recent landmark transactions in the ongoing consolidation of the Italian banking industry