Crédit Agricole proposes a merger with Banco BPM with a 20% premium for shareholders
Presented on 9 November 2026 as friendly, the proposal has been submitted for review by the board of directors of Banco BPM. The combined group would become the third-largest Italian banking group, with 6.5 million customers and more than 2,300 branches, and would remain listed in Milan.
Banco BPM at the centre of the combined entity with Crédit Agricole Italia
Crédit Agricole S.A. has proposed that Banco BPM open negotiations on a merger between Banco BPM and Crédit Agricole Italia. Banco BPM would be the pivot of the company resulting from the transaction, whose legal structure is yet to be defined between the parties.
The project provides for a board of directors still composed mainly of independent directors, as well as the confirmation of Banco BPM's current chief executive officer at the head of the new group. The entity resulting from the merger would benefit from the contribution of Crédit Agricole's Italian insurance activities, in both life and non-life insurance.
Crédit Agricole Italia has 2.9 million customers, 12,400 employees, 1,000 points of sale and €68 billion in loans to customers. The group has been present in Italy for more than 50 years, through the bank and more than ten companies specialised in financial services and insurance.
20% premium and €1 billion special dividend proposed
For Banco BPM shareholders, the proposal provides for an exchange ratio incorporating a 20% premium, calculated relative to the estimated 2027 earnings multiple used to value Crédit Agricole's contributions. This would be supplemented by a special dividend of €1 billion paid to Banco BPM's current shareholders.
Expected synergies are estimated at €800 million per year before tax. According to Crédit Agricole, the transaction would result in an estimated increase of around 24% in Banco BPM's earnings per share in 2027, based on run-rate pre-tax synergies.
Banco BPM shareholder meeting, ECB and 'golden power': the conditions set
In return for its contribution, Crédit Agricole would increase its stake from 29.6% of Banco BPM's share capital to approximately 45% of that of the merged company. The transaction would notably be subject to approval by Banco BPM's extraordinary general meeting, with at least two-thirds of the represented share capital.
These majorities would allow the benefit of the 'whitewash' exemption, which would exempt Crédit Agricole S.A. from the obligation to launch a public tender offer. This exemption also requires that the majority of shareholders present do not vote against, excluding Crédit Agricole and shareholders holding, alone or in concert, a majority of voting rights above 10%.
The usual authorisations for this type of transaction would also be required, including those of the ECB and those provided under the Italian 'golden power' regime. According to the press release, the transaction could be completed in the second half of 2027.
