Italy’s securities regulator Consob has ordered a 30-day suspension of UniCredit’s voluntary total exchange offer for Banco BPM, originally set to expire tomorrow. The suspension, enacted under Article 102 of Italy’s Consolidated Law on Finance (TUF), stems from what Consob describes as a “situation of maximum uncertainty” preventing investors from forming a reasoned judgment on the bid.
Consob’s formal deliberation cites two critical developments: a recent ruling by the Lazio Regional Administrative Court (TAR) and an evaluation issued by the European Commission. These constitute “new facts or facts not previously disclosed” under TUF regulations. The regulator asserts these events create a procedural dynamic “still evolving and a source of uncertainty and indeterminacy for the target shareholders.”
The watchdog specifically highlighted potential near-term actions, including decisions by the Italian Prime Minister’s office regarding the TAR ruling’s implementation or responses to the EU Commission’s request for Italy’s viewpoint on the merger review. Subsequent determinations by the EU Commission itself were also noted as pending factors crucial for bid assessment.
Consob emphasized that target shareholders require “an information framework that is as clear, complete and non-misleading as possible” given these post-offer developments. The ruling references the Lazio TAR’s June 13th order (3247/25), which previously addressed Consob’s initial suspension of the bid ordered on May 21st (Deliberation 23562). Parties may appeal the new suspension order to the Lazio TAR within 60 days of notification or publication in Consob’s bulletin.