Andrea Orcel, chief executive officer of Unicredit, in London, UK, on Thursday, Nov. 23, 2023.
Bloomberg | Bloomberg | Getty Images
Divided between two takeover courtships, UniCredit‘s Andrea Orcel still has room to sweeten his bid for Italy’s Banco BPM, analysts say, while political turmoil stalls a deal with Germany’s Commerzbank.
Once a key architect in the controversial 2007 takeover and later break-up of Dutch bank ABN Amro, Orcel revisited his ambitions for cross-border consolidation with the September announcement of a surprise stake build in Commerzbank. Until recently, the latter had been the subject of speculation as a potential merger partner for Germany’s largest lender, Deutsche Bank.
Amid resistance from the German government — and turbulence in Chancellor Olaf Scholz’s ruling coalition — UniCredit also last month turned its eye to Banco BPM, with a 10 billion-euro ($10.5 billion) offer that the Italian peer said was delivered on “unusual terms” and does not reflect its profitability and growth potential.
Along the way, Orcel drew frowns from the Italian administration, with Economy Minister Giancarlo Giorgetti warning that “the safest way to lose a war is engaging on two fronts,” according to Italian newswire Ansa.
Analysts say that the spurned UniCredit — whose CET1 ratio, reflecting the bank’s financial strength and resilience, stood above 16% in the first three quarters of this year — can still improve its domestic bid.
“There is scope for increasing the [Banco BPM] offer,” Johann Scholtz, senior equity analyst and Morningstar, told CNBC.
However, he warned of “limited” room to do so. “Think more than 10% [increase], you are probably going to dilute shareholder earnings.”
UniCredit’s starting proposal was for an all-stock deal that would merge two of Italy’s largest lenders, but offered just 6.657 euros for each share.
Both Scholtz and Filippo Alloatti, senior credit analyst at Federated Hermes, said that UniCredit could sweeten the proposition by tacking on a cash component.
“Remember, that’s the second attempt from Orcel to buy [Banco] BPM … I don’t think there’ll be a third attempt. I think that either they close [the deal] now, or probably he walks. So I believe a cash component could be on the table,” Alloatti told CNBC. Orcel last month labeled Banco BPM as a “historical target” — stoking the flames of media reports that UniCredit had previously sought a domestic union back in 2022.
The Italian stage was primed for M&A activity early last month, after Banco BPM acquired a 5% holding in Monte dei Paschi — the world’s oldest lender and another former takeover target of UniCredit, until talks collapsed in 2021 — when Rome sought to reduce its stake in the bailed-out bank.
Critically, Scholtz noted, UniCredit’s offer “puts [Banco] BPM into a difficult position,” triggering a passivity rule that impedes it from any action that might hinder the bid without shareholder approval — and could stifle Banco BPM’s own early-November ambitions to acquire control of fund manager Anima Holding, which also owns a 4% stake in Monte dei Paschi.
Offense-defense
A consolidation offensive could be UniCredit’s best defense in an environment of easing interest rates.
“Multi-year long restructuring, balance sheet de-risking and materially improved loss absorption capacity” propelled UniCredit to a BBB+ long-term debt rating from Fitch Ratings in October, above that of Italy’s own sovereign bonds.
But the lender must now contend with an environment of loosening monetary policy, where it is “more exposed to changes in interest rates due to its relatively limited presence in asset management and bancassurance,” Alessandro Boratti, analyst at Scope Ratings, wrote last month.
Both takeover prospects hedge some of that exposure. A Commerzbank union in Germany, where UniCredit operates through its HypoVereinsbank division, could create synergies in capital markets, advisors, payments and trade finance activity, JPMorgan analysts signaled in a November note. They added that such a union would produce a “limited” advantage in funding, as the two banks’ spreads already trade closely.
Closer to home, Scholtz notes, Banco BPM offers complementary strength in asset management. Alloatti said that absorbing a domestic peer is also one of the Italian lender’s only remaining options to take a leading role on the home stage.
“There really isn’t much they can buy in Italy to bridge the gap with [Italy’s largest bank] Intesa. Probably Banco BPM … that’s why they looked at it in the past,” Alloatti said. “Banco BPM is the only bank they could potentially buy to get somewhat closer to Intesa.” Intesa Sanpaolo is currently Italy’s largest bank by total assets.
Approaching Banco BPM, KBW Analyst Hugo Cruz told CNBC in emailed comments, also has the “added value” of signaling to German shareholders that UniCredit has other M&A options available to it. He nevertheless stressed that the domestic acquisition bid is likely “mainly a reaction to the acceleration of the consolidation process in the Italian banking system,” triggered by Banco BPM’s acquisition of its Monte dei Paschi interest.
Orcel may need to decide between going big abroad or staying home, with analysts pointing to high integration costs and an extensive toll on management time if UniCredit attempts to absorb both of its takeover targets.
Ultimately, KBW’s Cruz said, the Italian lender — which notched its 15th consecutive quarter of growth this fall and has seen a roughly 61% hike in its share price in the year to date — can choose to stand alone.
“I don’t think Mr. Orcel has to do a bank acquisition. He already stated that any acquisition will need to add value compared to [UniCredit]’s standalone strategy, and if no acquisition the bank will continue with the same strategy which already included a high level of capital distribution for shareholders and which targeted the usage of excess capital by end of 2027,” he said, noting that the Italian lender abstained from bids previously “because it was still under restructuring and did not have the acquisition currency.”
“We would hope that they would have the discipline to walk away from both deals” if they do not generate return to shareholders, Morningstar’s Scholtz added.
Check out the companies making the biggest moves midday: Warner Bros. Discovery – Shares jumped 7% after Warner said it will split into two publicly traded companies by next year. One company will host WBD’s streaming services and movie properties, while the other will include its cable networks such as CNN and TNT Sports. Universal Health Services — The hospital operator fell more than 6% after CFO Steve Filton said at a conference that procedural volumes “have been slower to recover back to historical levels than we might have imagined.” He also raised concerns over how President Donald Trump’s spending bill could evolve as it goes through the Senate, and what that would mean for the hospital industry, according to a FactSet transcript. Topgolf Callaway Brands — The golf equipment stock rallied 8% following director Adebayo Ogunlesi’s disclosure on Friday that he had bought 383,700 shares. Following the transaction, Ogunlesi owns 512,600 shares. Quaker Chemical – The metal processing fluid company, which does business as Quaker Houghton, jumped 10%. On Monday, Jefferies upgraded the stock to buy from hold, seeing more than 33% upside on the back of improving steel demand conditions and increasing infrastructure spending. EchoStar – Shares tumbled 6% after the Wall Street Journal, citing people familiar, reported the telecommunications company is considering filing for bankruptcy under chapter 11 . The company is trying to protect its wireless spectrum licenses that are under review by the Federal Communications Commission, the report said. Apple — Shares of the iPhone maker are up slightly ahead of the company’s closely watched Worldwide Developers Conference in Cupertino, California . Investors are eager to hear more about Apple’s progress on Apple Intelligence, its response to generative AI models, at the meeting, which kicks off at 1 p.m. ET. Apple shares have lagged the market, with an 18% decline year to date. Robinhood , Applovin – Shares of Robinhood and Applovin fell 5% and 4%, respectively, after neither name was added to the S & P 500 on Friday. Both companies were considered possible candidates for inclusion in the index . Robinhood soared more than 13% last week leading up to the rebalance announcement, while Applovin advanced more than 6%. Intuitive Surgical — The surgical product maker slid 7% on the heels of Deutsche Bank’s downgrade to sell from hold. Deutsche said the company’s competitive moat is at risk. IonQ – The quantum computing stock climbed 2% after the company announced that it’s agreed to acquire Oxford Ionics in a deal valued at $1.075 billion in cash and stock. The deal is expected to close in 2025. Circle — Shares of the stablecoin issuer jumped 10%, continuing its post IPO surge . Circle’s stock is now nearly 300% above its $31 per share IPO price. McDonald’s – The fast-food chain’s stock slipped nearly 2% on the heels of a Morgan Stanley downgrade to equal weight from overweight. Morgan Stanley said the company hasn’t been insulated from pressures on the fast food sector. Moelis & Co. — Shares were more than 1% lower. On Monday, The Wall Street Journal reported that CEO Ken Moelis is planning to step down from the role at the investment bank. He said in an interview that he’s expected to become executive chairman, effective Oct. 1. Co-president Navid Mahmoodzadegan is slated to become CEO, the report said. Aon — Shares of the professional services company slipped 4% after Aon reaffirmed its full-year guidance during its investor day Monday. — CNBC’s Sean Conlon, Lisa Han, Alex Harring, Michelle Fox, Christina Cheddar Berk and Jesse Pound contributed reporting.
A Capital One Walmart credit card sign is seen at a store in Mountain View, California, United States on Tuesday, November 19, 2019.
Yichuan Cao | Nurphoto | Getty Images
Walmart‘s majority-owned fintech startup OnePay said Monday it was launching a pair of new credit cards for customers of the world’s biggest retailer.
OnePay is partnering with Synchrony, a major behind-the-scenes player in retail cards, which will issue the cards and handle underwriting decisions starting in the fall, the companies said.
OnePay, which was created by Walmart in 2021 with venture firm Ribbit Capital, will handle the customer experience for the card program through its mobile app.
Walmart had leaned on Capital One as the exclusive provider of its credit cards since 2018, but sued the bank in 2023 so that it could exit the relationship years ahead of schedule. At the time, Capital One accused Walmart of seeking to end its partnership so that it could move transactions to OnePay.
The Walmart card program had 10 million customers and roughly $8.5 billion in loans outstanding last year, when the partnership with Capital One ended, according to Fitch Ratings.
For Walmart and its fintech firm, the arrangement shows that, in seeking to quickly scale up in financial services, OnePay is opting to partner with established players rather than going it alone.
In March, OnePay announced that it was tapping Swedish fintech firm Klarna to handle buy now, pay later loans at the retailer, even after testing its own installment loan program.
One-stop shop
In its quest to become a one-stop shop for Americans underserved by traditional banks, OnePay has methodically built out its offerings, which now include debit cards, high-yield savings accounts and a digital wallet with peer-to-peer payments.
OnePay is rolling out two options: a general-purpose credit card that can be used anywhere Mastercard is accepted and a store card that will only allow Walmart purchases.
Customers whose credit profiles don’t allow them to qualify for the general-purpose card will be offered the store card, according to a person with knowledge of the program.
OnePay didn’t yet disclose the rewards expected with the cards, though the general-purpose card is expected to provide a stronger value, said this person, who declined to be identified speaking ahead of the product’s release. The Synchrony partnership was reported earlier by Bloomberg.
“Our goal with this credit card program is to deliver an experience for consumers that’s transparent, rewarding, and easy to use,” OnePay CEO Omer Ismail said in the Monday release.
“We’re excited to be partnering with Synchrony to launch a program at Walmart that checks each of those boxes and will help serve millions of people,” Ismail said.
Check out the companies making headlines before the bell. Warner Bros. Discovery – Shares jumped nearly 9% after Warner said it will split into two publicly traded companies by next year. One company will host WBD’s streaming services and movie properties, while the other will include its cable networks such as CNN and TNT Sports. Tesla – Shares of the electric vehicle maker dropped about 2% after Baird downgraded the stock to neutral from buy. The firm said that CEO Elon Musk’s comments on robotaxi plans are “a bit too optimistic” and that Musk’s relationship to President Donald Trump adds “considerable uncertainty.” EchoStar – Shares tumbled 11% after the Wall Street Journal, citing people familiar, said the telecommunications company is considering filing for bankruptcy under chapter 11 . The company is trying to protect its wireless spectrum licenses that are under review by the Federal Communications Commission, the report said. Robinhood , Applovin – Shares of Robinhood and Applovin each fell about 4% after neither name was added to the S & P 500 on Friday, as both names were considered possible candidates for inclusion in the index . Robinhood soared more than 13% last week leading up to the rebalance announcement, while Applovin advanced more than 6%. IonQ – The quantum computing stock gained more than 7% after the company announced that it’s agreed to acquire Oxford Ionics in a deal valued at $1.075 billion in cash and stock. The deal is expected to close in 2025. McDonald’s – The fast-food chain’s stock slipped nearly 1% on the heels of a Morgan Stanley downgrade to equal weight from overweight. Morgan Stanley said the company hasn’t been insulated from pressures on the fast food sector. Moelis & Co. – Shares were marginally lower. On Monday, The Wall Street Journal reported that CEO Ken Moelis is planning to step down from the role at the investment bank. He said in an interview that he’s expected to become executive chairman, effective Oct. 1. Co-president Navid Mahmoodzadegan is slated to become CEO, the report said. — CNBC’s Alex Harring, Fred Imbert and Sarah Min contributed reporting.
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