Yahoo Finance

Giampiero Maioli,
Chief Executive Officer of Crédit Agricole Italia and Head of Crédit Agricole S.A. Group for Italy

“With this transaction, Credito Valtellinese’s customers and employees will gain access to the same first-class financial products and services as Crédit Agricole Italia, benefitting from Crédit Agricole Group’s scale, strength, innovative and client-centric culture, and the combined group will continue its strong commitment to supporting Italy and the local communities”

Italy is Crédit Agricole’s second domestic market

Crédit Agricole Group has a longstanding presence in Italy and as of today serves 4.5 million customers in the country, through more than 1,000 branches (mainly Crédit Agricole Italia, Crédit Agricole FriulAdria and Agos branches), with the support of 14,000 employees locally, providing 15% of Crédit Agricole S.A. total net income group share², which makes Italy the second domestic market for Crédit Agricole Group.

Crédit Agricole in Italy is characterized by:

• An attractive and fully-fledged customer-focused universal banking model successfully developed over the years:

  • A robust and profitable retail bank through Crédit Agricole Italia (since 2007, formerly Gruppo Bancario Cariparma), serving 2.1m clients, managing €50³ billion of loans to customers, €72 billion of customer savings⁴, and generating €1.9 billion revenues⁵;

  • Specialized Financial Services (Agos, FCA Bank, Crédit Agricole Leasing);

  • Asset Gathering (Amundi, Crédit Agricole Assurances, Indosuez, etc.);

  • Large Customers (CACIB and CACEIS);

• Strong partnerships with Italian financial institutions, such as UniCredit in asset management, Banco BPM in consumer finance and Credito Valtellinese in life insurance;

• A solid track-record of sustainable growth across all the business lines of Crédit Agricole Group. In particular, the acquisitions of Cassa di Risparmio della Spezia in 2010 and, more recently, of Cassa di Risparmio di Rimini, Cassa di Risparmio di Cesena and Cassa di Risparmio di San Miniato, demonstrate Crédit Agricole Italia’s ability to complete complex transactions and the strength of its business model based on the proximity to the territory;

• A consistent support to local employment and economic dynamism with €78 billion of loans as of 30 September 2020, having hired more than 1,250 employees in Italy since the beginning of 2018;

• Focus on communities and territories thanks to shareholders Foundations, such as Fondazione Cariparma, Fondazione Carispezia, Fondazione di Piacenza e Vigevano, Fondazione CR di San Miniato and Fondazione CR e Banca del Monte di Lugo, and to the other Foundations that collaborate with Crédit Agricole Italia in its social activities in the territories, such as Fondazione CR di Rimini, Fondazione CR di Cesena and Fondazione Banca del Monte e CR di Faenza.

Therefore, Crédit Agricole in Italy is consistently one of the most successful and profitable banking groups, being the #7⁶ largest commercial bank network, the #1⁷ player in consumer finance, the #3⁸ largest asset manager, and the #6⁹ largest player in life bancassurance.

Continue building a leading banking group in Italy, serving 3 million clients and its local communities

As of September 2020¹⁰, Credito Valtellinese has total assets on balance sheet of €24 billion (#11 retail bank), of which €16 billion loans to customers¹¹, and €10 billion of customer savings¹² (#12 retail bank), and it posted €0.6 billion of revenues in the 2019 full-year result. Credito Valtellinese serves ~0.7 million clients¹³ through a network of 355 branches (#12 commercial bank network, 1.5% market share at national level) and 3,539 employees.

Crédit Agricole and Credito Valtellinese already enjoy a strong partnership, Crédit Agricole Vita, the Italian life insurance subsidiary of the Group being Credito Valtellinese’s exclusive partner in life insurance and its holding company, Crédit Agricole Assurances, being one of the main shareholders of Credito Valtellinese with a 9.8% stake. Therefore, the acquisition of Credito Valtellinese is an extension of Crédit Agricole strategic partnership with Credito Valtellinese, supported by a strong business and cultural fit between the two groups. This transaction is line with Crédit Agricole Italia’s sustainable growth strategy, and will leverage Crédit Agricole Italia’s proved ability to successfully integrate other banks, as demonstrated by its previous acquisitions in Italy.

The acquisition of Credito Valtellinese by Crédit Agricole Italia will lead to the creation of a more robust Italian Banking Group benefiting from the financial strength and support, the expertise and product suite of one of the largest and most reputable European banking groups, with significant positive impacts on the economic situation of the relevant territories and in the interests of all the stakeholders.

Solid industrial project

With the acquisition of Credito Valtellinese, Crédit Agricole Italia aims to consolidate its competitive positioning as the #6 retail bank in the Italian market by AuM + AuC, and become #7 by total assets and by number of clients, achieving a c.5% combined market share at national level (based on number of branches):

• Presence in the most productive areas of Italy, especially in Lombardy;

• More than 1,200 branches and 2.8 million clients, with a direct access to European-leading offering of Crédit Agricole Group;

• Enhanced operational efficiency through cost synergies;

• Strong asset quality, which will further improve post merger (9M 2020 combined non-performing exposure (“NPE”) ratio pro-forma at 6.6%, with NPE coverage at 54%¹⁴, with the intention of Crédit Agricole Italia to actively purse de-risking of the combined entity);

• Financial strength, further increased by the support of the Crédit Agricole Group, and demonstrated by high solvency¹⁵ and strong credit ratings¹⁶.

The acquisition of Credito Valtellinese represents an ideal growth opportunity for Crédit Agricole Italia, in particular in terms of geographic coverage:

• Adding critical mass in areas which are complementary and close to the geographies it already serves, and improving local client coverage;

• Significant strengthening of its presence in Northern Italy (representing ~70% of pro-forma branches);

• Doubling up of market share in Lombardy (from 3% to more than 6%), where more than 40% of Credito Valtellinese branches are located, becoming the 7^th retail bank in the region, which represents a significant improvement into the largest and wealthiest Region in Italy and in particular in Milan;

• Increase in scale in Piedmont, Marche, Lazio and enter new Regions including the most dynamic metropolitan areas of Sicily, as well as Valle d’Aosta and Trentino.

Positive for all stakeholders of Credito Valtellinese

Credito Valtellinese’s clients will gain access to an attractive and comprehensive range of financial solutions, benefitting from the entire European-leading bancassurance offering of Crédit Agricole Group already present in Italy.

At the same time, Credito Valtellinese’s employees join a leading financial group and an employer of choice in Italy.

The combined group will continue its strong commitment to supporting the Italian economy and the local communities, through proximity to the territory.

Significant value creation for Crédit Agricole

Crédit Agricole Italia expects to generate a Return on Investment estimated above 10% by year 3, solely including cost and funding synergies:

• Immediate value creation through economies of scale and funding synergies: cost synergies and economies of scale are expected, and will allow for further investments in digitalization, while lower funding cost will be achieved through optimized asset & liability management and supported by Crédit Agricole S.A. strong credit ratings;

• Long term value creation from increased product offering: revenue synergies, mainly deriving from an increased productivity within Credito Valtellinese’s commercial networks, the implementation of Crédit Agricole Italia’s distribution know-how, the enhancement of Credito Valtellinese’s commission-related profitability and the progressive deployment of Crédit Agricole European-leading product suite over the medium-term;

• Minimum integration risk thanks to Crédit Agricole Italia’s proven track-record of successful integrations and experience in previous comparable transactions.

Crédit Agricole will continue deploying the “Raison d’être” of the Group:

• Excellence in customer relations, by investing in relational and operational excellence, focusing all its businesses on customer satisfaction and enhancing specialization of the Corporate segment on high value products and services;

• Empowered teams for customers, by attracting and retaining the best talents, developing individual empowerment of our people to ensure the best services to Customers and promoting ethically and socially responsible behaviours;

• Commitment to society, by fostering the attractiveness and economic development of local communities, keeping being a responsible player in the environment protection and sustaining the Foundations shareholders of Crédit Agricole Italia in their social activities.

Drawing on its successful experience of past integrations (in particular with Cassa di Risparmio di Rimini, Cassa di Risparmio di Cesena and Cassa di Risparmio di San Miniato), Crédit Agricole Italia is confident in its ability to smoothly integrate Credito Valtellinese with minimum integration risk. In the specific case of Credito Valtellinese, Crédit Agricole Italia intends to achieve efficiency gains on a voluntary basis only, following a collaborative and inclusive integration process leveraging on recent experience, and a well-defined governance and monitoring structure, with a focus on the inclusion of Credito Valtellinese’s employees.

Transaction structure and consideration

The Offer consists in a voluntary public cash tender offer by Crédit Agricole Italia on all the ordinary shares of Credito Valtellinese.

The Offer price equals to €10.50 for each Credito Valtellinese’s share. This corresponds to a total investment of €737mm by Credit Agricole Italia to acquire 100% of Credito Valtellinese’s shares. The following premiums are implied with reference to the arithmetic means, weighted for the daily volumes, of the official prices of Credito Valtellinese’s Shares in the relevant periods:

• A 21.4% premium to Credito Valtellinese’s spot price as of November 20, 2020

• A 42.0% premium to the 3M VWAP of Credito Valtellinese as of November 20, 2020

• A 53.9% premium to the 6M VWAP of Credito Valtellinese as of November 20, 2020

• A 50.2% premium to the 6M VWAP of Credito Valtellinese as of February 21, 2020, pre Covid-19 outbreak

Crédit Agricole Italia has already received a commitment letter from Algebris, for the sale to Crédit Agricole Italia of a stake in Credito Valtellinese equal to ca. 5.4% of the share capital, subject to regulatory approval.

In the context of the Offer, Crédit Agricole Assurances (a subsidiary of Crédit Agricole S.A.) will sell to Crédit Agricole Italia its stake in Credito Valtellinese, equal to ca. 9.8% of the share capital.

After the Offer, Crédit Agricole Italia intends to proceed with the merger by incorporation of Credito Valtellinese in Crédit Agricole Italia to allow an effective integration of its activities with those of Credito Valtellinese.

The Offer will be subject to Crédit Agricole Italia achieving at least a 66.7% of Credito Valtellinese’s voting share capital, with Crédit Agricole Italia maintaining the discretion to waive the aforementioned condition provided that at least 50% of the voting capital of Credito Valtellinese +1 share is acquired. Other conditions would include – inter alia – antitrust authorities’ unconditional authorizations and Credito Valtellinese not adopting any defensive measures (even if authorized at Credito Valtellinese’s shareholders meeting).

Consistently with the objectives and industrial rationale of the Offer:

• In the event that, as a result of the Offer, Crédit Agricole Italia acquires more than 90% of the shares of Credito Valtellinese, Crédit Agricole Italia will not carry out actions aimed at restoring the minimum required conditions of free-float to ensure the ordinary trading of Credito Valtellinese shares and this will entail the delisting of the Credito Valtellinese’s shares;

• In any event, following the Offer, Crédit Agricole Italia intends to take all necessary steps and actions to proceed with the merger by incorporation of Credito Valtellinese as a mean to foster the integration between the two banks and maximize value creation consistently with Crédit Agricole Italia’s strategy implemented in recent years (which encompassed the merger into Crédit Agricole Italia of Cassa di Risparmio di Rimini, Cassa di Risparmio di Cesena and Cassa di Risparmio di San Miniato in 2018 and of Cassa di Risparmio della Spezia in 2019).

Crédit Agricole Italia will submit the tender offer document to Consob by the first two weeks of December 2020, pursuant to Article 102, paragraph 3, of the Italian Consolidated Financial Act. Within the same term, Crédit Agricole Italia will submit to the competent regulatory Authorities the communications and applications for the regulatory authorizations needed. Following the obtainment of the regulatory authorization, expected for Q1 2021, the Offer Document will be published following the approval of the Offer Document by Consob, expected in the month of March / April 2021. The end of the tender offer period and the settlement of the offer is expected to occur in May 2021.

A strategic acquisition in line with Crédit Agricole S.A.’s medium-term ambition

The acquisition of Credito Valtellinese will strengthen Crédit Agricole competitive positioning in Italy, its second domestic market, demonstrating our continued and longstanding commitment in supporting our clients and local communities in Italy, and to being an employer of choice in the country.

Crédit Agricole S.A. expects the transaction to be accretive to its earnings per share by 2022, and to achieve a Return on Investment above 10% by year 3, based only on costs and funding synergies. It will also allow for long term value creation through progressive cross-selling with Crédit Agricole’s business lines, which is an important pillar of our strategy.

Upon completion of the transaction, the preliminary estimated negative impact on Crédit Agricole S.A.’s Common Equity Tier 1 ratio is expected to remain below 20bps.

Drawing on Crédit Agricole Italia’s successful experience of past integrations in similar transactions in Italy, Crédit Agricole S.A. is confident in Crédit Agricole Italia’s ability to smoothly integrate Credito Valtellinese, with minimum integration risk.

***

In relation to the Offer, Crédit Agricole Italia is advised by J.P. Morgan Securities plc and Crédit Agricole Corporate & Investment Bank as financial advisors, and BonelliErede, as legal advisor.

***

Giampiero Maioli, Head of Crédit Agricole S.A. Group for Italy, Executive Director of Crédit Agricole Italia, Jérôme Grivet, Deputy General Manager, Chief Financial Officer, and Philippe Brassac, Chief Executive Officer of Crédit Agricole S.A. will host a conference call in English to present the transaction on Monday 23^rd November at 9:00 (London time).

Live webcast : https://edge.media-server.com/mmc/p/4bw9ceqe

CRÉDIT AGRICOLE ITALIA CONSOLIDATED BALANCE SHEET AS AT 30 SEPTEMBER 2020 – TOTAL ASSETS

CRÉDIT AGRICOLE ITALIA CONSOLIDATED BALANCE SHEET AS AT 30 SEPTEMBER 2020 – TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

CRÉDIT AGRICOLE ITALIA RECLASSIFIED CONSOLIDATED INCOME STATEMENT AS AT 30 SEPTEMBER 2020

CRÉDIT AGRICOLE ITALIA CREDIT QUALITY AS AT 30 SEPTEMBER 2020

CRÉDIT AGRICOLE ITALIA CAPITAL AS AT 30 SEPTEMBER 2020

CRÉDIT AGRICOLE ITALIA DIRECT AND INDIRECT FUNDING AS AT 30 SEPTEMBER 2020

CRÉDIT AGRICOLE ITALIA RETAIL NETWORK AS AT 30 SEPTEMBER 2020

This press release does not constitute or form any part of an offer to purchase, or solicitation of an offer to buy, any securities. Any such offer or solicitation will be made only pursuant to an official offer documentation of the offeror approved by the appropriate regulators.

Restrictions may apply to the release, publication or distribution, in whole or in part, directly or indirectly, of any such offer documentation under the law or regulations applicable in certain jurisdictions. Recipients of the offer are solely responsible for complying with such laws and regulations.
The offeror will extend the offer in the United States of America in reliance on the Tier I exemption set forth in Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934, as amended, and is not required to comply with Regulation 14E promulgated thereunder. The offeror and its affiliates have reserved the right to purchase shares outside of the offer, to the extent permitted by applicable law.

Profile of Crédit Agricole Italia

The Crédit Agricole Group, the world's 10th largest bank with 10.5 million members, is present in 47 countries, including Italy, which is its second domestic market. Here it operates with all the business lines: from the commercial bank to consumer credit, from corporate & investment banking to private banking and asset management, up to the insurance sector and services dedicated to wealth management. Collaboration between the retail network and other business lines guarantees extensive and integrated operations to 4.5 million active customers, through 1,300 branches and 14,000 employees, with a growing support for the economy amounting to over 78 billion euros in financing.
The Group is composed of, not only of the Crédit Agricole Italia Banking Group, but also of the Corporate and Investment Banking (CACIB), the Specialised Financial Services (Agos, FCA Bank), Leasing and Factoring (Crédit Agricole Leasing and Crédit Agricole Eurofactor), Asset Management and Asset Services (Amundi, CACEIS), Insurances (Crédit Agricole Vita, Crédit Agricole Assicurazioni, Crédit Agricole Creditor Insurance) and Wealth Management (CA Indosuez Wealth Italy and CA Indosuez Fiduciaria).

www.credit-agricole.it

CRÉDIT AGRICOLE S.A. PRESS CONTACT

Charlotte de Chavagnac + 33 1 57 72 11 17 charlotte.dechavagnac@credit-agricole-sa.fr
Olivier Tassain + 33 1 43 23 25 41 olivier.tassain@credit-agricole-sa.fr

Find our press release on: www.credit-agricole.com - www.creditagricole.info

External Relations Area
Crédit Agricole Italia
Tel. 0521.21.2826 / 2846 / 2801
Elisabetta Usuelli – elisabetta.usuelli@credit-agricole.it
Vincenzo Calabria – vincenzo.calabria@credit-agricole.it

Investor Relations:
Crédit Agricole Italia
Giuseppe Ammannato - Giuseppe.Ammannato@credit-agricole.it

---

¹ Source: Factset, official prices as of 20 November 2020

² 9 months 2020, Net income Group share

³ As of September 2020, net figures excluding securities, for reference contribution to Crédit Agricole S.A. total loans stands at €46 billion

⁴ Asset under management and asset under custody

⁵ Full year 2019

⁶By # of branches;

⁷ Internal data, AGOS and FCA source ASSOFIN;

⁸ Source: Assogestioni;

⁹ Source: IAMA consulting;

¹⁰ Retail bank rankings based on publicly available data and internal estimate for a selected sample of Italian retail banks

¹¹ Loans excluding government bonds and loans and receivables with customers classified under non-current assets held for sale

¹² Asset under management and asset under custody

¹³ Longstanding relationships with Retail and SME clients, as per Credito Valtellinese Business Plan 2019-2023 of June 18, 2019

¹⁴ Coverage including provisioning on performing loans at 63%, 55% and 62% in Q3 2020 for Crédit Agricole Italia, Credito Valtellinese, and Crédit Agricole Italia PF, respectively

¹⁵ Crédit Agricole Group standing at 16.7% in September 2020, and Crédit Agricole Italia at 12.8%, Credito Valtellinese being at 17.2%

¹⁶ LT counterparty risk, Crédit Agricole S.A. being rated AA- for S&P, Aa2 by Moody’s and AA- by Fitch, Crédit Agricole Italia being rated Baa1 by Moody’s, Credito Valtellinese being rated Ba2 by Moody’s. All ratings based on counterparty rating

Attachment

• 2020 11 23 - Project Giulia - Press Release vFINAL- ENG CASA