EUROPEAN COMMISSION – APPROVAL OF UNICREDIT’S ACQUISITION OF BANCO BPM SUBJECT TO COMMITMENTS

27/06/2025

 

European Commission (“Commission”) has approved the acquisition of Banco BPM S.p.A. (“BPM”) by UniCredit S.p.A. subject to commitments. UniCredit and BPM provide corporate banking services to small and medium-sized enterprises (“SMEs”) and large corporate customers ("LCCs"), as well as banking, insurance, and asset management services to individual customers. UniCredit has significant operations in Italy, Germany, and Central and Eastern Europe. BPM operates primarily in Italy. The Commission has reached the following conclusions in the course of its investigation:

• At the local level, it has been noted that the proposed acquisition could create competition issues in the deposit and credit markets for both individual consumers and SMEs. Taking into account the strong horizontal overlap between the activities of the undertakings involved in the transaction and their branches in 181 local areas, the Commission expressed concern that the companies could gain significant market power, which could lead to higher prices and reduced competition in the regions concerned.
• At the regional level, it was assessed that the acquisition would not raise competition concerns for banking services for LCCs, given the presence of many established competitors that would continue to operate in the market after the transaction.
• Furthermore, it has stated that the acquisition does not raise concerns about potential coordination risks in the Italian banking market due to the fragmented, competitive nature of the market and its low transparency.

To address the Commission's competition concerns, UniCredit has committed to divesting 209 physical branches located in problematic overlap areas across Italy. The Commission has assessed this commitment and subjected it to a market test. Ultimately, it has concluded that the commitments offered will eliminate horizontal overlap between the undertakings' activities in these areas and address competition concerns.

Additionally, the Commission rejected the Italian Competition Authority's request to refer the acquisition for assessment under Italian competition law. The Commission's decision was based on the grounds that there were no compelling reasons to refer the transaction to the Italian Competition Authority, that the Commission attaches particular importance to ensuring competition in sectors such as banking and insurance, and that it has developed significant expertise in analyzing such markets. As a result, the Commission approved the acquisition of BPM by UniCredit subject to the commitments submitted.

(Commission – 19.06.2025)

NAZALI TAX & LEGAL

info@nazali.com

This document provides general information on the subject and does not constitute a legal opinion or recommendation. Consulting a specialist is recommended before taking an action. No claim arising from the content of or relating to this document can be asserted against NAZALI.