BPER is pushing deeper into one of Italian banking’s most closely watched deals, moving to pick up where Banco BPM left off in the pursuit of BFF. The bank has entered BFF’s data room and opened talks with AMCO to explore a fresh transaction, all while running two major capital operations of its own. This mix of dealmaking and financial engineering sits at the heart of the current BPER buyback and acquisition story, and it’s already rattling investors: BPER shares slipped 1.46%, dropping below €14, on the day the moves were confirmed.
Summary
Key takeaways
- BPER has entered BFF’s data room and started discussions with AMCO after Banco BPM withdrew from the acquisition project.
- No binding offer exists yet; the acquisition structure and BFF’s foreign exposure remain unresolved.
- Banco BPM pulled out over valuation and scope concerns reportedly shared by shareholder Crédit Agricole, which holds 29.3%.
- BPER launched a share buyback of up to 3% of capital, worth as much as €750 million, running through 19 June 2027.
- BPER is also closing out its Total Return Swap position early, while BFF pursues a roughly €1.3 billion mega-securitization with JP Morgan and PwC.
BPER Advances Acquisition Efforts for BFF After Banco BPM Withdrawal
BPER has stepped into the vacuum left by Banco BPM, positioning itself as the new candidate to reshape BFF’s future. The bank, led by CEO Giuseppe Sica, is now examining BFF’s books directly rather than waiting on the sidelines.
Entry into BFF Data Room and Discussions with AMCO
According to reports, BPER has reportedly entered BFF‘s data room and initiated discussions with AMCO to evaluate a new transaction following Banco BPM’s withdrawal. The two parties are said to be working toward a joint approach, though the exact terms of any partnership still need to be defined. BFF’s advisors, Morgan Stanley and Mediobanca, are reportedly trying to steer the process away from a breakup that could dent the group’s overall value — a concern echoed by shareholders including Paul Basil, Marco Drago, and Alken Capital, who have flagged fears of fragmentation in a letter to the board.
Challenges Including Acquisition Structure and Foreign Exposure
There’s still no binding offer, and several issues remain to be resolved, starting with the structure of the potential acquisition and the management of BFF’s foreign exposure. One of the main sticking points is the factoring portfolio: AMCO can operate directly only in Italy, while BFF also carries exposure in Germany, Spain, and Poland. One option under discussion would let AMCO acquire the full portfolio before transferring the foreign components to another investor — a workaround that adds complexity and still requires agreement on price. On the structural side, possibilities range from a public offer (OPA), potentially promoted by BPER, to a capital operation, but no definitive agreement or official valuation exists yet.
Banco BPM’s Withdrawal and Impact on BFF Deal Dynamics
Banco BPM’s exit reshuffled the entire BFF dossier and opened the door for BPER. The bank, led by Giuseppe Castagna, had originally envisioned splitting roles with AMCO: Banco BPM would take on custodian banking and payment services, while a Treasury-controlled entity handled the factoring portfolio. That plan stalled once Banco BPM raised concerns about the project’s scope and valuation — worries reportedly shared by its main shareholder, Crédit Agricole, which controls 29.3% of the bank. Once Castagna stepped away from the BFF talks, the field opened for a new player to step in.
BFF Restructuring Following Bank of Italy Inspection
BFF’s current predicament traces back to a Bank of Italy inspection that forced the company into a deep credit revaluation and a management shake-up. That regulatory pressure is the reason a sale is even on the table.
Credit Revaluation and Board Changes
The inspection led BFF to revalue credits of approximately €1.36 billion and prompted the addition of two commissioners to its board, Francesco Fioretto and Raffaele Lener. Since then, the bank has been working through a restructuring process that could ultimately end in the group’s sale — the very process now drawing BPER and AMCO into the picture.
Mega-Securitization Plan Involving JP Morgan and PwC
Alongside the sale talks, BFF is pursuing a mega-securitization of approximately €1.3 billion, with JP Morgan and PwC involved. This matters because BFF is racing against a capital calendar: provisioning pressure is expected to intensify starting in 2028, making it necessary to act on the factoring portfolio now to avoid heavier capital absorption down the line.
BPER’s Financial Maneuvers Amid Acquisition Talks
While the BFF dossier plays out, BPER is simultaneously reshaping its own balance sheet through two sizable capital operations — moves that show the bank is preparing financial flexibility regardless of how the acquisition talks land.
Share Buyback Program Details
BPER has initiated a buyback of up to 3% of its capital, for a maximum of €750 million, equivalent to as many as 52.6 million shares. The program may run until 19 June 2027. Purchases will take place on Euronext Milano through an independent intermediary, in compliance with ECB limits and the approvals granted by shareholders’ meetings. This buyback is one of the clearest signals yet of how the BPER buyback and acquisition strategy is unfolding in parallel tracks — capital return on one side, dealmaking ambition on the other.
Early Termination of Total Return Swap (TRS)
At the same time, BPER has decided to close out early the Total Return Swap it subscribed to in October 2025. The position linked to that derivative currently equals 8.05% of the bank’s capital and will be reduced gradually, starting with an initial tranche of 1.88%, or roughly 33 million shares, until it reaches zero. The wind-down will happen in tranches, capped daily at a limit tied to the average trading volumes of the past 20 days and no more than 15% of that day’s volume — a design meant to limit disruption to the stock. Because of that structure, the total duration of the process will depend largely on how liquid the market stays in the coming months.
Taken together, the buyback and the TRS termination reveal a bank managing its own capital story carefully even as it eyes an external target. For markets, that dual signal is why BPER’s share price wobbled the same day these moves were confirmed: investors are digesting both the promise of a bigger footprint in specialty finance and the near-term cost of funding two capital operations at once.
FAQ
Why did Banco BPM withdraw from the BFF acquisition project?
Banco BPM withdrew due to concerns about the project’s scope and valuation, concerns reportedly shared by its main shareholder Crédit Agricole, which owns 29.3% of the bank.
What financial steps has BPER taken amid acquisition talks for BFF?
BPER has initiated a share buyback program of up to 3% of its capital, worth as much as €750 million, and started the early termination of its Total Return Swap position.
What challenges complicate BPER’s potential acquisition of BFF?
Challenges include settling on the acquisition structure, managing BFF’s foreign factoring exposure across Germany, Spain, and Poland, and addressing shareholder concerns about asset fragmentation.
What is the significance of BFF’s mega-securitization plan?
BFF’s mega-securitization, worth about €1.3 billion and involving JP Morgan and PwC, is aimed at strengthening its capital position while the restructuring and potential sale process continue.
Article produced with the assistance of artificial intelligence and reviewed by the editorial team.
