Mestre (Ve), 8th January 2025 – The Board of Directors of Banca Ifis, which met under the chairmanship of Ernesto Fürstenberg Fassio, has approved the proposal to launch a voluntary tender and exchange offer over all the shares of illimity Bank. The offer was announced to the market by means of a communication published today, pursuant to and for the purposes of Article 102, paragraph 1 of Legislative Decree 58/98 (the “TUF”) and Article 37 of the regulation adopted by CONSOB, resolution No. 11971/99 (the “Issuers’ Regulations”). The offer, which is subject to the obtainment of the relevant regulatory authorisations and the fulfilment of the established conditions, is aimed at the acquisition by Banca Ifis of 100% of the shares of illimity Bank listed on Euronext Milan, the Euronext STAR Milan segment. Banca Ifis has proposed that for each share of illimity Bank tendered to the offer it will pay a consideration giving a value of EUR 3.55, based on the official price of the shares of Banca Ifis at the close of trading on 7 January 2025. Such consideration is made up as follows:
1. 0.1 newly issued shares of Banca Ifis for each share of illimity Bank, and
2. a cash component of EUR 1.414.
If the offer is successful, the transaction – which envisages the subsequent merger by incorporation of illimity Bank into Banca Ifis – will allow the Banca Ifis’ Group to accelerate along its growth path and consolidate its leadership in the Italian specialty finance market, expand its SME client base, access to new businesses and new segments, and continue its leadership in NPLs. The business combination will provide higher industrial value than the two entities separately as a result of the cost and revenue synergies that the two post-merger groups will generate, in addition to economies of scale. The transaction is based on a strategic, sustainable and long-term industrial vision, and on stable governance guaranteed by the reference shareholder, La Scogliera SA, which, despite falling below the 50% threshold for the first time, intends to maintain control of the Group. The transaction will create value for all its stakeholders – shareholders, customers, employees, the Italian banking system and the territories in which it operates – with significant industrial, financial and sustainability benefits.
Industrial
Banca Ifis and illimity Bank operate with homogeneous business models and many complementary elements that will lead to the development of significant synergies in different areas, starting with the specialisation in financial services for SMEs, with particular reference to factoring, medium-term guaranteed loans and structured finance. Banca Ifis’ fortyyear presence on the SME market and the high level of specialisation achieved in recent years will also allow for the cross-fertilisation of know-how and a systemisation of assets: on the one hand, illimity Bank will be able to benefit from the distribution network of Banca Ifis, which has a strong foothold throughout Italy with 28 branches, and from economies of scale that will make the valorisation of the commercial offer more effective. On the other hand, Banca Ifis will gain access to new business segments, such as turnaround financing, and will strengthen its presence in SME investment banking. The two entities are characterised by proactive business structures and a dynamic and specialised personnel who will be able to benefit from the opportunities of new professional growth and development paths offered by a more articulated and attractive organisation towards the labour market. The integration of illimity Bank will also allow Banca Ifis to consolidate its leadership in the NPL business – which remains core to the Group’s development strategy – and to access to new segments at the same time. The Bank, already a key player in the small-ticket unsecured segment with a portfolio of approximately EUR 23 billion of GBV, will, in fact, be able to extend its service model also to the assets managed by ARECneprix, for an additional GBV of EUR 10 billion, thereby extending its range of action to corporate and secured loans. These synergies will therefore free up significant resources for technological and digital investments aimed at increasing competitiveness. Finally, the integration of the two models will lead to an alignment of best practices in credit, risk management, control and compliance systems.
Financial
At the financial level, the transaction will lead to several benefits, starting with overall synergies estimated at around EUR 75 million per year before taxes. These synergies would be made possible by the following elements:
- The increase in productivity per customer, currently handled by illimity Bank, which will be enriched by the high value-added offer (factoring, leasing, rental) in which Banca Ifis is a leader, with revenue synergies estimated at EUR 25 million per year before taxes;
- The complementarity of certain business sectors (such as the NPL segment) and the integration of governance and control structures will allow the development of significant cost synergies, estimated at around EUR 50 million per year before taxes.
The integration of the two Groups will also lead to greater diversification and stabilisation of the funding profile, through the expansion of the depositor base. These benefits would be generated while maintaining, upon completion of the merger, a particularly solid capital base, estimated at a pro-forma CET1 Ratio of over 14%, and with the containment of execution risks thanks to the compatibility of the current business models and the solid track record of Banca Ifis in successfully managing external line growth projects. Integration costs for the development of synergies are estimated at approximately EUR 110 million and will be incurred during 2025. The benefits from the transaction will also be passed on to the current shareholders of illimity Bank who, by joining Banca Ifis, will benefit from the proven ability to execute higher volumes and profits, and a progressive dividend policy with high remuneration, as evidenced by the dividend base in the latest business plan, and with one of the highest payout ratios in the Italian market.
Sustainability
The incorporation of illimity Bank will allow Banca Ifis to strengthen its intervention in terms of sustainability in all areas, particularly social, by pursuing, even more effectively, its mission as a bank serving the development of SMEs and the financial and social re-inclusion of people. A commitment that, in line with the vision and values of the Group’s Chairman and reference shareholder and through business activities, aims to generate profit while creating high social values for communities, and which has been recognised by the major international rating companies in the sector, including MSCI. The new entity aims to be an even more decisive player in accelerating the transition of SMEs, thanks to a broad and innovative portfolio of products and services, and to consolidate its role as a strategic partner of the country to support its sustainable growth path to the benefit of the entire community. The integration with illimity Bank will allow the Group to consolidate its reputation as a bank that is active in social inclusion matters for community development, as demonstrated by the numerous activities with a high social impact the Group has developed in recent years, including the Social Impact Lab “Kaleidos”, projects in the artistic and cultural sphere such as “Ifis art”, initiatives in favour of young people and those supporting scientific research, such as the support in favour of the Ospedale Pediatrico Bambino Gesù.
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The transaction will be illustrated by the CEO of Banca Ifis, Frederik Geertman, in a conference call for investors and analysts scheduled for 10.30 a.m. on Wednesday 8 January 2025. To connect: click here. Banca Ifis is being advised by Bonelli Erede Lombardi Pappalardo, as legal advisor, and by CC & Soci and Equita SIM S.p.A., as financial advisors.
This press release does not constitute, nor is it intended to constitute, an offer, invitation or solicitation to buy or otherwise acquire, subscribe, sell or otherwise dispose of financial instruments, and no sale, issue or transfer of financial instruments of illimity Bank S.p.A. and/or BANCA IFIS S.p.A. will be made in any country in violation of the applicable regulations. The offer will be carried out by means of the publication of the relevant offer document subject to CONSOB’s approval. The offer document will contain the full description of the terms and conditions of the offer, including the terms and conditions of acceptance. The publication or dissemination of this press release in countries other than Italy may be subject to restrictions under applicable law, and therefore any person subject to the laws of any country other than Italy should independently obtain information about any restrictions under applicable laws and regulations and ensure that they comply with them. Any failure to comply with such restrictions may constitute a violation of the applicable law of the relevant country. To the fullest extent permitted by applicable laws and regulations, the persons involved in the offer are to be held harmless from any liability or detrimental consequence that may arise from the breach of the above restrictions by such relevant persons. This press release has been prepared in accordance with the laws of Italy and the information disclosed herein may be different from that which would have been disclosed had the notice been prepared in accordance with the laws of countries other than Italy. No copy of this press release nor any other document relating to the offer shall be, nor may be, sent by mail or otherwise transmitted or distributed in any or all countries where the provisions of local law may give rise to civil, criminal or regulatory risks if information concerning the offer is transmitted or made available to shareholders of illimity Bank S.p.A. in such country or any other country where such conduct would constitute a violation of the laws of such country and any person receiving such documents (including as custodian, trustee or trustee) is required not to mail or otherwise transmit or distribute the same to or from any such country. The content of this press release has a merely informative and provisional nature and is not to be construed as providing investment advice. The statements contained herein have not been independently verified. No representation or warranty, either express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, correctness or reliability of the information contained herein. Neither BANCA IFIS S.p.A. nor any of its representatives nor its direct or indirect controlling shareholders shall accept any liability whatsoever (whether in negligence or otherwise) arising in any way in relation to such information or in relation to any loss arising from its use or otherwise arising in connection with this document. By accessing this press release, you agree to be bound by the foregoing limitations. This press release contains certain forward-looking statements, projections, objectives, estimates and forecasts reflecting BANCA IFIS S.p.A. management’s current views with respect to certain future events including as to the synergies deriving from the potential business combination with illimity Bank S.p.A. Forward-looking statements, projections, objectives, estimates and forecasts are generally identifiable by the use of the words “may”, “will”, “expect”, “estimate”, “intend”, “goal” or “achieve” or the negative of these words or other variations on these words or comparable terminology. These forwardlooking statements include, but are not limited to, all statements other than statements of historical facts, including, without limitation, those regarding BANCA IFIS S.p.A.’s future financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in the markets where BANCA IFIS S.p.A. participates or is seeking to participate. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forwardlooking statements as a prediction of actual results. BANCA IFIS S.p.A.’s ability to achieve its projected objectives or results (also following the potential business combination with illimity Bank S.p.A.) is dependent on many factors which are outside management’s control. Actual results may differ materially from (and be more negative than) those projected or implied in the forward-looking statements. Such forward-looking information involves risks and uncertainties that could significantly affect expected results and is based on certain key assumptions. All forward-looking statements included herein are based on information available to BANCA IFIS S.p.A. as of the date hereof. BANCA IFIS S.p.A. undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to BANCA IFIS S.p.A. or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.
