Credit SpA, Italy's biggest bank, according to a member of the investor group. UniCredit will offer 1.12 of its own shares for each Capitalia share, Giovanni Puglisi, head of Capitalia shareholder Fondazione Banco di Sicilia, said Sunday in a telephone interview. That values Capitalia shares at 8.41 euros each, or 6.2 percent more than the closing price on May 17.
Capitalia SpA Chief Executive Officer Matteo Arpe resigned his position as the Rome-based bank prepared to accept a takeover offer from UniCredit SpA.
Arpe's resignation is effective May 31, Capitalia said Sunday
in a stock exchange statement.
A joint news conference was scheduled for 6:00 p.m. (1600 GMT) in Rome, when approval by both sides was expected to be formally announced.
The deal would create Europe's second-largest bank and a pool of 40 million customers.
The market value of the new combined bank would exceed euro100 billion (US$135 billion), second in Europe only to HSBC Holdings PLC, and making it the fifth-largest bank in the world.
Unicredit, which became one of Europe's top 10 lenders with its takeover of Munich-based HvB, has a market value of euro80 billion (US$108 billion), to Capitalia's euro20 billion (US$27 billion).
"The decision was unanimous," Puglisi said. The Banco di Sicilia foundation owns 3.2 percent of the Rome-based lender.
UniCredit, led by Chief Executive Officer Alessandro Profumo, has expanded in Germany, Austria and Russia, spending more than US$25 billion on takeovers in the past two years. Capitalia is the largest remaining target in Italy where lenders can charge among the highest fees in Europe.
Matteo Arpe, Capitalia's chief executive officer, will resign from his position, effective May 31, Italian newswire Ansa reported, without saying where it got the information. A Capitalia spokesman declined to comment on the report of Arpe's resignation.
Capitalia is controlled by a group of investors, led by ABN Amro Holding NV, that own a combined 31 percent of the Rome-based bank and set the company's strategy. The investor group met Sunday in Rome.
Capitalia Chairman Cesare Geronzi will join the board of UniCredit after the transaction is completed, Vittorio Ripa di Meana, chairman of the Capitalia investor group told reporters in Rome. Fondiaria-SAI SpA, the Region of Sicily, and the Manodori banking foundation will also name UniCredit directors.
ABN Amro, which owns 7.7 percent of Capitalia according to the Italian stock market regulator, will not be a part of UniCredit's board, Ripa di Meana said.
The Capitalia investor group approved the UniCredit offer unanimously, it said Sunday in an e-mailed statement. It didn't give financial details.
