Banca Farmafactoring S.p.A. (BIT:BFF) submitted a binding offer to acquire DEPObank - Banca Depositaria Italiana S.p.A. from Advent International Corporation, Clessidra SGR S.p.A. and Bain Capital Private Equity, LP on May 8, 2020. Banca Farmafactoring S.p.A. (BIT:BFF) signed an agreement to acquire DEPObank - Banca Depositaria Italiana S.p.A. from group of shareholders on May 13, 2020. BFF shall acquire 10.8 million DEPObank shares equal to 76% for a cash consideration and Equinova will receive 14 million BFF shares in exchange for its remaining 24% stake. The payment in cash of the excess capital of DEPObank - Banca Depositaria Italiana compared to 15% of the Cet1 ratio and the issue in favor of Equinova of new Banca Farmafactorig's shares equal to 7.6% of the post-merger capital is envisaged. The exchange ratio is equal to 4.2233 BFF shares. The payment is subject to conditions of potential earn-outs post-closing up to €11 million linked to the release of specific provisions already accounted for in DEPObank's financial statements (i.e. no impact on BFF's capital if paid), and up to €10 million linked to potential savings following the renegotiation of certain IT contracts. As of March 1, 2021, Banca Farmafactoring S.p.A. finalized the acquisition of 76% stake in DEPObank S.p.A. BFF will use currently available credit lines to pay the cash consideration. Post completion, DEPObank will be merged into Banca Farmafactoring. On the effective date of the Merger, Equinova will become the second largest shareholder of BFF with an expected stake equal to 7.6% of BFF's share capital post-Merger. In the context of the Transaction, Equinova will be the only new shareholder of BFF. Upon the completion of the Transaction, DEPObank's business activities will remain a separate business unit within BFF, with direct reporting to the Chief Executive Officer of BFF Banking Group.

Transaction is subject to certain conditions being satisfied, among which BFF's Extraordinary General meeting approval, supervisory authorities' authorizations (as well as by the Government for the so-called "golden power") and antitrust clearance. As on June 24, 2020, Board of Directors of Banca Farmafactoring S.p.A. and the Board of Directors of DEPObank – Banca Depositaria Italiana S.p.A. have approved the merger plan by incorporation of DEPObank into BFF. The board have also approved the modification of the name of the Bank and the banking group which, from the effective date of the merger, will be changed to BFF Bank S.p.A. and BFF Banking Group and change in share capital, which will increase through the issue of 14.04 million new BFF ordinary shares. Approval from Supervisory Authorities is expected to be received earliest by September 2020. The transaction was approved by the antitrust authorities. The completion of transaction is expected in fourth quarter of 2020. As of November 10, 2020, the deal is expected to be completed in first quarter of 2021. The merger by incorporation is expected to complete by March 5, 2021. Transaction seems to be accretive as with an increase of more than 10% of both Earning per Share and Dividend per share as early as from 2021. Mediobanca Banca di Credito Finanziario S.p.A., through its investment bank division, acted as sole financial advisor to BFF Banking Group in connection with the Transaction. Legance – Avvocati Associati provided legal advice, PricewaterhouseCoopers Advisory S.p.A. provided financial, accounting and regulatory due diligence services, to Banca Farmafactoring S.p.A. J.P. Morgan Securities LLC acted as sole financial advisor, BonelliErede provided legal advice, Carbonetti e Associati provided regulatory advice, Pirola Pennuto Zei & Associati provided tax advisory services to Advent International Corporation, Clessidra SGR S.p.A., Bain Capital Private Equity, LP, in transaction. Linklaters Studio Legale Associato provided legal advice to DEPObank in connection with the transaction. KPMG Advisory S.p.A., acting as financial advisor to DEPO bank in the transaction.

Banca Farmafactoring S.p.A. (BIT:BFF) completed the acquisition of DEPObank - Banca Depositaria Italiana S.p.A. from group of shareholders on March 5, 2021. Following acquisition, effective March 5, 2021, Banca Farmafactoring S.p.A. changes its corporate name to “BFF Bank S.p.A.”