Unicredit-BPM: when a merger shakes the stock market

Regulatory uncertainty and institutional interventions wipe out €1.8 billion in just 48 hours. Unimpresa sounds the alarm.

A strategic move turning into a financial headache

The public exchange offer by Unicredit for Banco BPM was expected to be the largest Italian banking deal of the past 15 years, aiming to create a powerhouse with over €80 billion in combined market capitalization and nearly 30% of the credit market share to businesses and households. But the operation has quickly turned into a textbook case of tension between finance, institutions and legal frameworks.

Golden power and Consob freeze spark a financial backlash

Two government decisions upended the operation: the Consob suspended the offer for 30 days, while the government activated the golden power rule, citing the protection of strategic national assets. The market response was swift and harsh: Banco BPM stock dropped 4.1%, while Unicredit fell 2.3%, amounting to a staggering €1.8 billion loss in capitalization.

Market anxiety driven by regulatory risk, not fundamentals

According to Unimpresa’s research center, the market shock is not tied to fundamentals but to growing regulatory risk perception. Giuseppe Spadafora, Vice President of Unimpresa, called for a clear and preemptive governance system to ensure legal certainty and transparent processes.

Structural concerns: concentration, foreign funds, and local credit

The potential merger raises several structural concerns:

• Excessive market concentration, reducing competitiveness
• Increased reliance on foreign institutional investors
• Risk of credit access limits for SMEs and local businesses

Banco BPM CEO Giuseppe Castagna accused institutions of “obstructing free enterprise” and failing to protect shareholders’ interests.

Legal clarity is key to financial stability

Unimpresa warns: large banking operations need a reliable legal framework. The golden power must be used wisely—protecting national interests without blocking consolidation when aligned with EU norms.

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FAQ

1. What is Unicredit’s offer for Banco BPM about?
A public exchange offer to form Italy’s second-largest banking group.

2. Why did Consob suspend the offer?
Due to regulatory concerns; the suspension lasts 30 days.

3. What is golden power?
A government tool to veto deals involving strategic assets.

4. How much market value was lost?
€1.8 billion combined loss in just two trading sessions.

5. What are the risks of this merger?
Lower competition, foreign governance, and reduced local credit.

6. Who criticized Consob’s decision?
Banco BPM, calling it an “abnormal” move and filing a legal challenge.

7. What does Unimpresa suggest?
A clear and transparent governance process with legal certainty.

8. Why is the deal considered systemic?
Due to its scale and impact on over 30% of Italy’s credit market.

9. What’s at stake for SMEs?
Potential reduced access to competitive credit conditions.

10. Is the European Commission involved?
Yes, Unicredit intends to escalate the issue at EU level.