Crédit Agricole Italia S.p.A. made a voluntary public tender offer to acquire the remaining stake in Credito Valtellinese S.p.A. (BIT:CVAL) from group of shareholders for approximately €720 million on November 23, 2020. Under the offer, Crédit Agricole Italia S.p.A. will acquire all ordinary shares of Credito Valtellinese S.p.A. at a price of €10.50 per share to be paid entirely in cash. As reported, Crédit Agricole Assurances will sell approximately 9.8% stake while Algebris will sell approximately 5.4% stake in Credito Valtellinese. As of April 15, 2021, Crédit Agricole Italia raised its offer to €12.2 per share for acquiring shares of Credito Valtellinese, valuing the later at least at €855.4 million. The improved offer also includes an additional €0.3 a share if Credit Agricole Italia SpA's stake exceeds 90%. On April 20, 2021, Credit Agricole dropped 90% acceptance threshold and will offer €12.5 per share in Credito Valtellinese, regardless of the level of acceptance of its tender offer expiring. After the offer, Crédit Agricole Italia intends to proceed with the merger by incorporation of Credito Valtellinese in Crédit Agricole Italia to allow an effective integration of its activities with those of Credito Valtellinese. Credito Valtellinese's employees will join Crédit Agricole Italia.

The offer will be subject to Crédit Agricole Italia achieving at least a 66.7% of Credito Valtellinese's voting share capital, with Crédit Agricole Italia maintaining the discretion to waive the aforementioned condition provided that at least 50% of the voting capital of Credito Valtellinese +1 share is acquired. The offer is also subject to antitrust authorities' unconditional authorizations, required regulatory authorizations from competent regulatory authorities and Credito Valtellinese not adopting any defensive measures (even if authorized at Credito Valtellinese's shareholders meeting). As of February 5, 2021, the transaction was approved by European Commission. In the event that as a result of the offer, Crédit Agricole Italia acquires more than 90% of the shares of Credito Valtellinese, Crédit Agricole Italia will not carry out actions aimed at restoring the minimum required conditions of free-float to ensure the ordinary trading of Credito Valtellinese shares and this will entail the delisting of the Credito Valtellinese's shares. Crédit Agricole Italia has already received a commitment letter from Algebris, for the sale to Crédit Agricole Italia of a stake in Credito Valtellinese equal to approximately 5.4% of the share capital, subject to regulatory approval. On January 14, 2021, the Board of Directors of Credito Valtellinese has taken note of the positions disclosed by some shareholders, also through letters addressed to the top management of the bank as well as to the directors, who do not consider the consideration offered by Credit Agricole Italia to be adequate. As of February 15, 2021, Italian Government has given a green light to the takeover bid Credit Agricole Italia. Credit Agricole needed approval by the Rome government, which reserves the right to block unwanted bids in strategic industries such as banking, telecoms and health. The Rome government has decided not to exercise the special powers granted by the so-called “golden power” regulations in relation to the planned takeover offer over Creval. On February 18, 2021, Petrus Advisers said that it would not tender its share at the proposed price as it believed that the offer was inadequate. Several shareholders, including Hosking Partners and Kairòs Investment Management have already said the offer was too low. As per announcement made on March 16, 2021, The European Central Bank and the Bank of Italy approved the transaction. The Consob's approval of the offer is awaited. As of March 18, 2021, As of March 24, 2021, Credit Agricole Italia says condition relating to issue of preventive authorizations for bid on Creval has been fulfilled. Alta Global, Petrus Advisers and Hosking Partners has rejected the offer. As of March 22, 2021, the transaction has been approved by Consob. Consideration will be paid by April 26, 2021.

The advisors presented Creval Valtellinese's board members with their preliminary considerations on the offer, which will form the basis for the next obligations pertaining to the bank, which will express its view thereon in accordance with the timing, means and procedures as prescribed by applicable laws and regulations. The regulatory authorizations are expected for first quarter of 2021, following which the offer document will be published following the approval of the offer document by Consob, expected in the month of March / April 2021. The deal is expected to be formally launched by April 2021. On March 30, 2021, Credito Valtellinese said that French lender Credit Agricole offer was unfair from a financial point of view, adding that a more adequate price would be between €12.97 and €22.70 per share. Credito Valtellinese argued that Credit Agricole would stand to additionally benefit from converting €249 million of deferred tax assets (DTAs) into tax credits. On April 13, 2021, DGFD and others investors Melqart Asset Management, Alta Global, Hosking Partners and Petrus Advisers, said to also have opposed the bid as inadequate and does not reflect the Italian bank's current and potential value. On April 13, 2020, Crédit Agricole S.A., parent of Crédit Agricole Italia S.p.A. states investors tendered 15.6% of bid. Crédit Agricole expects the transaction to be accretive to its earnings per share by 2022, and to achieve a Return on Investment above 10% by year 3, based only on costs and funding synergies. It will also allow for long term value creation through progressive cross-selling with Crédit Agricole's business lines, which is an important pillar of our strategy. Upon completion of the transaction, the preliminary estimated negative impact on Crédit Agricole S.A.'s Common Equity Tier 1 ratio is expected to remain below 20bps. Credito Valtellinese S.p.A. shareholders representing 20% of the capital have already rejected the offer. As of April 19, 2021, board of Credito Valtellinese says increased offer does not reflect adequately bank's value and rejects the revised offer. As of April 19, 2021, offeror has received an acceptance in respect of 17.29% of shares under the offer. The end of the tender offer period and the settlement of the offer is expected to occur in May 2021. As of March 22, 2021, the offer will end on April 21, 2021. As on April 21, 2021, the tender offer was extended to April 23, 2021. As of April 22, 2021, Credito Valtellinese's investor take up 49.4% stake in second to last day of offer. As of April 23, 2021, almost 91% of the CreVal shares object of the offer, representing almost 89% of the share capital of CreVal, are tendered to the offer during the subscription period. Consequently, with the 2.45% stake in CreVal already held, Crédit Agricole Italia will come to hold a total of over 91% of the share capital of CreVal, above the target threshold of 90%. As of April 26, 2021, Credito Valtellinese's investor take up 88.71% stake. The minimum tender offer has been achieved.

J.P. Morgan Securities plc and Crédit Agricole Corporate & Investment Bank acted as financial advisors and BonelliErede acted as legal advisor to Crédit Agricole Italia. Credito Valtellinese appointed BofA Securities, Mediobanca and Intermonte SIM as financial advisors and Cappelli RCCD Law Firm acted as legal advisor for Credito Valtellinese. Morgan Stanley acted as financial advisor to Crédit Agricole S.A. Andrew Bernstein of Cleary, Gottlieb, Steen & Hamilton LLP acted as legal advisor for Crédit Agricole Italia. Georgeson Srl and Morrow Sodali S.p.A acted as global information agent for Crédit Agricole Italia S.p.A.

Crédit Agricole Italia S.p.A. completed the acquisition of stake in Credito Valtellinese S.p.A. (BIT:CVAL) from group of shareholders on May 19, 2021. As of May 19, 2021 Credit Agricole has crossed 95% stake in Credito and will acquire the remaining stake through squeeze out procedure.