Capitalia shareholders back UniCredit offer

Mon Jul 30, 2007 10:46am EDT

(Recasts with Capitalia shareholders approving deal)

By Stefano Bernabei and Lisa Jucca

ROME/GENOA, July 30 (Reuters) - Shareholders at Italy's Capitalia voted on Monday in favour of an all-share takeover by larger peer UniCredit to create a bank worth over 80 billion euros, the second biggest in the euro zone.

UniCredit (CRDI.MI), Italy's second-largest bank by market value, has offered 1.12 of its shares for each share in Rome-based Capitalia CPTA.MI, or about 18 billion euros at current market prices.

The deal, the latest in a string of mergers in Italy's fast-consolidating banking sector, will form a lender ranking number one in Italy and number four in Europe.

Details from the Capitalia vote showed that 88.9 percent of those who voted, representing 45.66 percent of Capitalia's capital, backed the deal, while 11 percent abstained.

Analysts expect UniCredit shareholders, who are meeting separately in the port city of Genoa, to vote in favour as well.

"This merger will allow us to gain a stronger footing in Italy," UniCredit Chief Executive Alessandro Profumo told the bank's shareholders.

UniCredit, which has a market capitalisation of about 63.5 billion euros, bid for Capitalia in May after being courted by Capitalia Chairman Cesare Geronzi, who has since taken plum jobs at Italy's top merchant bank Mediobanca (MDBI.MI).

Profumo said the deal may reap more than an expected 1.2 billion euros ($1.64 billion) in gross savings by 2010.

"We could do better than we forecast," he said.

He also told shareholders that his bank's exposure to low-quality mortgages of the sub-prime market was "marginal", the first time he has commented on the issue.

UniCredit has offered 7.015 euros per share in cash to those Capitalia investors who exercise their right to withdraw.

Capitalia shares were up 0.49 percent at 6.82 euros at 1325 GMT. UniCredit's stock was nearly flat at 6.12 euros, below the 6.26 euro mark that makes it beneficial for Capitalia investors to accept UniCredit's share offer.

Analysts say UniCredit would prefer not to spend too much on the withdrawal rights as it emerges from two cash purchases in Europe and Asia and wants to focus on its current business.

Profumo said the bank will assess the impact of the withdrawal rights at a board meeting on Sept. 18.

(Additional reporting by Andrea Le Pera)

((Writing by Lisa Jucca, editing by Will Waterman; Milan newsroom +39 02 66129 695, elisabetta.jucca@reuters.com))

($1=.7315 Euro) Keywords: UNICREDIT CAPITALIA/

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