Crédit Agricole walks into Banco BPM through the door Rome shut on UniCredit
Posted on: 10 November 2026
On Sunday 9 November Crédit Agricole, the large French cooperative bank that is already Banco BPM's biggest shareholder with 29.6 per cent, wrote to the Milanese lender proposing to merge it with its own Italian subsidiary. The result would be Italy's third-largest banking group, with 6.5 million customers and more than 2,300 branches, still listed in Milan but with the French holding around 45 per cent of the capital. Banco BPM's shareholders would receive a 20 per cent premium built into the exchange ratio plus a special dividend of €1bn, which is why the shares jumped 10.7 per cent in a single session. The board will look at the letter on Thursday 12 November.
Taken on its own this would be one more piece of deal news. It becomes interesting only when you set it beside what happened to the same bank eighteen months ago.
In November 2024 UniCredit, Italy's second-largest bank, launched an exchange offer for Banco BPM, inviting its shareholders to swap their shares for UniCredit stock. UniCredit is run by Andrea Orcel, the investment banker who made his name at Merrill Lynch and UBS and who since 2021 has turned it into one of the most profitable banks in Europe. The government answered with the golden power, the special authority Italian law gives it to block or attach conditions to deals involving companies deemed strategic, broadly the equivalent of the powers Britain's National Security and Investment Act gives ministers here. The decree of 18 April 2025 did not block the deal, but it loaded it with conditions. UniCredit would have had to leave Russia within nine months and not reduce its ratio of loans to deposits in Italy for five years. Above all it would have had to keep unchanged the share of Italian securities in the portfolio of Anima, the asset manager Banco BPM had just bought, which according to estimates circulating at the time held around €90bn of government bonds.
The political justification was spelt out openly. Figures in the governing coalition said that Orcel's bank did not represent Italian interests, both because of its presence in Russia and because most of its shareholders are foreign. In July a Rome administrative court struck down part of the conditions but kept the one on Russia and the one on Anima, which it softened into a statement of intent, while the European Commission was preparing to challenge Italy over the use of the instrument on a deal between two domestic banks. A few days later Orcel withdrew the offer.
The government, after all, had a different plan in mind, namely a third banking pole built around Banco BPM itself and Monte dei Paschi di Siena, the bank rescued with public money in 2017. That plan ended on 29 October, when Monte dei Paschi's shareholders voted down its defensive bids for Banco BPM and for Banca Generali, clearing the way for the offer Intesa Sanpaolo, Italy's largest bank, has made for Siena, which opens for acceptances on 24 November. Just ten days later Paris put its proposal on the table.
Rome's reaction is the part that deserves attention. Crédit Agricole told the government before announcing the deal and the government has let it be known that it does not intend to intervene. Matteo Salvini, the deputy prime minister whose League party had been among UniCredit's fiercest critics in 2025, said he would leave the matter to the economists, while Forza Italia, another coalition partner, let it be known that it saw no reason for the state to step in. So the bank that last year had to be protected from a buyer in Milan is passing under de facto French control, taking with it precisely the Anima portfolio the decree was meant to lock in place. Crédit Agricole also owns Amundi, Europe's largest asset manager and a direct competitor of Anima.
It would be easy to read all this as inconsistency or even hypocrisy. I think instead that it is the predictable result of the way a veto works.
A deterrent is worth something only as long as those watching believe it will always be used the same way, because its strength lies in its predictability more than in its use. The golden power exists to protect strategic assets from buyers who might threaten them, so on paper it looks at the asset before the buyer. Used on a merger between two Italian banks, however, it showed the market the real criterion, namely that protection depended on who was buying. Once revealed, that criterion binds whoever used it, because opposing a French bank today, after the 2025 clash with Brussels over the free movement of capital, would mean walking into an infringement procedure with a precedent already written against yourself. The veto of 2025 did not make the government stronger in 2026; it took away its room to manoeuvre.
There is a subtler effect too, on the shape of the field. Stopping UniCredit removed the only Italian buyer large enough to take over Banco BPM on its own, since Intesa Sanpaolo was busy with Siena and Monte dei Paschi lost its battle at the shareholders' meeting. That left on the pitch the shareholder that already owned almost a third of the bank, and which the government cannot stop without paying a price in Brussels. No conspiracy is needed to explain this, only the observation that every candidate excluded narrows the choice to those who remain. Rules written to keep someone out often end up choosing someone else, without anybody having decided it.
The structure of the French proposal tells its own story. By rising from 29.6 to 45 per cent, Crédit Agricole would cross the threshold above which Italian law requires a mandatory offer for all the shares. It can avoid that through the so-called whitewash, an exemption that applies if the merger is approved by a majority of the shareholders present at the meeting, excluding the buyer itself. In practice the minority will decide, so the €1bn paid out before the merger should also be read as the price of that vote. A full takeover offer would have forced Paris to buy everyone out in cash, whereas this route gives it de facto control with a premium paid largely in shares of a company it will control. It is an elegant and entirely legitimate transaction, in which the value of control stays largely with whoever takes it.
Orcel, for his part, told CNBC that UniCredit sees itself as no more than an observer and that he had expected this merger since before the summer. He promises to reach a 15 per cent share of the Italian market without paying a cent of premium and is now looking elsewhere, at Commerzbank in Germany and above all at Generali, Italy's largest insurer, where UniCredit holds about 9 per cent and where Intesa will arrive with the 13.3 per cent stake that now sits inside Mediobanca. The battle over who protects what has already moved to Trieste.
I may be wrong, and there is a simple way to find out. If in the coming months the government obtains from Crédit Agricole, even by negotiation and without a decree, the same commitment on Anima's Italian bonds that it demanded of UniCredit, then the instrument really was about the asset and my reading falls. If instead Anima passes under French control with no conditions at all, it will mean that in 2025 the issue was never the portfolio to be protected but the bank to be kept out. For anyone running a business in a sensitive sector the lesson is practical. Regulatory risk is not measured by the rule as written but by the way it was used last time, because it is that use which decides who will be allowed to buy next.