BPER Banca S.p.A. (BIT:BPE) agreed to acquire remaining 49% in Banco di Sardegna S.p.A. (BIT:BSRP) from Fondazione Di Sardegna (FdS) on February 7, 2019. Under the terms, BPER will acquire 21.56 million of the ordinary shares and 0.43 million preferred shares owned by Fondazione Di Sardegna in exchange of €180 million in cash and issuance of 33 million new common shares of BPER to Fondazione along with the issuance by BPER Banca of a convertible Additional Tier 1 instrument with a €150 million nominal value at a subscription price equal to €180 million. Post completion, BPER will own complete 100% of the ordinary shares and 98.6% of the preference shares of Banco di Sardegna, while Fondazione will own none. 1.4% of the preference shares of Banco di Sardegna will be owned by other unknown parties. The AT1 instrument will be perpetual, optionally redeemable (in whole or in part) by BPER Banca at the tenth year and with an option for FdS to convert into BPER Banca ordinary shares. In related transactions, BPER agreed to acquire Unipol Banca from Unipol Group for €220 million and Unipol Group agreed to acquire a bad loans portfolio from BPER for €130 million on February 8, 2019.

The transaction is subject to i) the obtainment by BPER Banca and FdS of the prescribed regulatory authorizations, ii) to the delegation by BPER Banca's Extraordinary Shareholders' meeting to BPER Banca's Board of Directors of the power to increase the share capital increase with exclusion of preemptive rights reserved to the contribution, as well as to issue the subordinated bond (AT1) and to increase the share capital reserved to the potential AT1 conversion, as well as to the performance of further corporate obligations required by applicable law. As of February 7, 2019, the transaction was approved by the board of BPER. A committee of independent directors was formed with respect to the transaction. The transaction is expected to be completed by the third quarter of 2019.

Barclays acted as an independent expert for committee of independent directors of BPER Banca, expressing a positive opinion with reference to the fairness of the terms of the transaction. Gianni, Origoni, Grippo, Cappelli & Partners acted as legal advisor for committee of independent directors of BPER Banca. KPMG Corporate Finance and Equita SIM S.p.A. acted as financial advisors for BPER and Legance Avvocati Associati and Studio Legale RCCD acted as legal advisor for BPER. In relation to the structuring of the AT1, BPER Banca was assisted by Citi as Structuring Adviser and by RCCD for the legal aspects.

BPER Banca S.p.A. (BIT:BPE) completed the acquisition of remaining 49% in Banco di Sardegna S.p.A. (BIT:BSRP) from Fondazione Di Sardegna (FdS) on July 25, 2019.