In a dramatic development that further complicates the landscape of Italian banking consolidation, a Rome court has struck down several key restrictions imposed by the Italian government on UniCredit’s proposed takeover of Banco BPM. The court upheld only one condition—UniCredit must cease its operations in Russia, a mandate that could prove the most difficult to meet.
Background of the Bid
UniCredit’s formal bid for Banco BPM was launched in April 2025, months after its initial announcement in November 2024. The move marked one of several high-stakes takeovers currently reshaping European finance. However, the bid has faced consistent resistance from Italy’s conservative government, which invoked national security concerns via its “golden power” mechanism to impose strict conditions on the transaction.
Among those now annulled by the court were requirements for UniCredit to maintain specific loan-to-deposit ratios, preserve Italian-based project finance portfolios, and ensure continued investments in Anima Holding, an asset manager linked to Banco BPM.
Russia: The Sticking Point
The court’s ruling maintained the government’s most controversial demand—that UniCredit exit the Russian market by early 2026, with exceptions only for facilitating payments involving Western companies. While UniCredit has significantly reduced its Russian exposure, it still operates a subsidiary in the country, making full withdrawal subject to Moscow’s approval. This presents a geopolitical complication that may ultimately derail the entire deal.
A UniCredit spokesperson acknowledged that the court’s decision does not fully resolve the issue, stating that further legal decrees may be necessary. CEO Andrea Orcel also commented that the annulment of some conditions might still leave the bank unable to move forward.
Banco BPM’s Position
Banco BPM has labeled the takeover attempt as hostile and, following the court’s ruling, has asked UniCredit for formal clarification of its intentions. The backdrop includes BPM’s recent investment in Monte dei Paschi di Siena, a move seen by analysts as a potential government-aligned consolidation strategy meant to preclude a UniCredit merger.
