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Proposed acquisition of UBI Banca by Intesa Sanpaolo approved by ICA: The last regulatory hurdle to acquisition is cleared following a green light from the ECB and CONSOB

The Italian Competition Authority (ICA) has authorised the acquisition of UBI Banca S.p.A. by Intesa Sanpaolo S.p.A. (ISP) after an in-depth phase II investigation. As part of its assessment, the ICA analysed the degree of competition at the local level in a number of markets, and applied strict screening criteria to identify a large number of local areas posing potential competition concerns, including: 639 catchment areas in the market for banking deposits, 782 catchment areas in the market for consumer loans and 218 catchment areas in the market for SME loans.

The Oxera team, led by Partner Dr Barbara Veronese  and Senior Consultants Adriano Barbera and Ilaria Fanton, provided expert advice to ISP during the course of the merger review. The team reviewed the ICA’s assessment, provided supporting analysis and developed economic arguments both to explain why such assessment was very stringent and conservative, and to spell out the multidimensional efficiency of the acquisition. In addition, working alongside ISP and legal advisers, the Oxera team devised a divestment package that would completely address any potential competition concerns in all of the markets initially flagged by the ICA’s review, while also being efficient and value-enhancing commercially.

The proposed divestments of over 500 bank branches across Italy were accepted in full by the ICA with no further conditions, as the package was deemed successful not only in resolving all potential competition concerns in the local markets identified by the ICA’s screening, but also in ensuring that healthy and robust competition remains at regional and national level across all the other markets potentially affected by the transaction.

Partner Dr Barbara Veronese said:

‘We are delighted to have worked alongside banca Intesa and their outside counsel in one of the biggest banking operations in Italy, having the opportunity to build together a remedy package that removed any potential final antitrust concerns of the Italian Competition Authority’

Oxera was pleased to work closely with Davide Cacchioli and Alessandro Bardanzellu of the antitrust practice of Pedersoli Studio Legale alongside ISP, and would like to congratulate them on the outcome.