Italian court confirms UniCredit must exit Russia to complete BPM takeover

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An Italian court has confirmed that lender UniCredit must comply with a government demand to exit from Russia if it wishes to complete the takeover of rival Banco BPM, in a blow to chief executive Andrea Orcel.

The request by Giorgia Meloni’s government is “totally legitimate” and “there can be no doubt about the fact it is proper”, the court ruled.

But it partially upheld an appeal by UniCredit on other measures demanded by Rome as conditions of the takeover.

In the landmark ruling, published on Saturday, government prescriptions on BPM’s post-merger loan-to-deposit ratio and the maintenance of the two lenders’ project finance portfolios in Italy were struck down.

It is the first time the administrative court has ruled against any requirements imposed by the government on a strategic takeover deal, and the judges’ decision cancels the existing text of the government’s decree altogether.

Orcel had previously warned that the deal could fall apart if the government did not relax its requirements.

It was not immediately clear whether either side in the case would appeal further, or whether the government would redraft its decree to take into account the judges’ decision.

That leaves the deal in limbo. The BPM offer period, which has already been extended once due to the court case, ends on July 23. If the government does not rewrite its decree, UniCredit could ask for the deadline to be extended, or one of the parties could appeal against the court’s decision; the deadline could also be suspended by the regulator.

BPM said in a statement it was pleased with the outcome of the appeal and called on UniCredit to “clarify its intentions” on the takeover.

UniCredit declined to comment on the decision. UniCredit’s board is due to meet in the coming days, according to people familiar with the matter.

UniCredit is Italy’s second-largest lender. It launched concurrent takeover bids for BPM and Germany’s Commerzbank last year.

It has significantly reduced its exposure to Russia since the country’s full-scale invasion of Ukraine in 2022 but remains one of two European lenders to operate a local subsidiary.

Orcel has so far refused to exit the country altogether to avoid incurring a balance sheet hit. The exit would have to be authorised by Russian authorities.