UBI Banca

UBI Banca, formally Unione di Banche Italiane S.p.A., was an Italian banking group that operated primarily in retail and commercial banking. It was created on 1 April 2007 through the merger of two established cooperative-banking groups: Banche Popolari Unite, commonly known as BPU Banca, and Banca Lombarda e Piemontese. The resulting group combined regional banking franchises from northern and central Italy with subsidiaries and associated businesses covering consumer finance, wealth management, leasing, factoring, insurance and investment services. The institution was headquartered in Bergamo and built its identity around a federated network of local banking businesses. Its operating footprint was concentrated in Italy, especially Lombardy and other northern regions, while affiliated banks gave it a significant presence in areas such as Calabria, Apulia, Basilicata, Campania, Marche, Piedmont and Liguria. By branch count it was described as one of Italy's largest banking groups and the country's fifth-largest bank on that measure. Rather than functioning as a globally diversified bank, UBI focused on household customers, small and medium-sized enterprises, local businesses and regional communities. UBI's roots lay in Italy's popular-bank tradition. BPU Banca had been formed in 2003 through the combination of Banca Popolare di Bergamo–Credito Varesino and Banca Popolare Commercio e Industria. The predecessor groups also included or controlled banks such as Banca Popolare di Ancona, Cassa di Risparmio di Fano, Banca Popolare di Luino e di Varese and Banca Carime. Banca Lombarda brought another collection of regional banking operations into the 2007 merger. This heritage gave UBI a broad but historically uneven branch network, with particularly strong positions in the regions served by its constituent banks. Following its creation, UBI maintained a multi-brand and subsidiary structure. Its activities included traditional deposits and lending, personal finance, salary-backed loans through Prestitalia, private and investment banking through IWBank Private Investments, asset management through UBI Pramerica, factoring through UBI Factor and leasing through UBI Leasing. Insurance interests included Lombarda Vita and Aviva Vita, while UBI Sistemi e Servizi provided group-level services. The group also had a two-tier governance model comprising a supervisory board and a management board. A major structural change occurred in 2015, when UBI converted from the Italian popular-bank cooperative form into a joint-stock company following legislative reforms affecting large popular banks. In 2016 and 2017 it simplified its structure by absorbing several subsidiary banks into the parent company. It also acquired three rescued institutions—Nuova Banca delle Marche, Nuova Banca dell'Etruria e del Lazio and Nuova Cassa di Risparmio di Chieti—after submitting a binding offer in 2017. The transaction expanded UBI's reach but also required recapitalization and the management of inherited non-performing loans. UBI's independent existence ended after Intesa Sanpaolo launched a voluntary public exchange offer in February 2020. The offer was subsequently supported by a capital-increase proposal and completed later that year. UBI shares ceased to be independently traded after the takeover, and the group's banking operations were integrated into Intesa Sanpaolo. UBI Banca is therefore a defunct banking brand and legal group, although some of its former activities, customers and branch assets continued within the acquiring bank.

UBI Banca emerged from the consolidation of two Italian popular-bank groups. The first predecessor, Banche Popolari Unite or BPU Banca, was formed in 2003 when Banca Popolare di Bergamo–Credito Varesino combined with Banca Popolare Commercio e Industria. The BPU structure included several regional institutions, among them Banca Popolare di Ancona, Cassa di Risparmio di Fano, Banca Popolare di Luino e di Varese and Banca Carime. Cassa di Risparmio di Fano was later returned to minority shareholders of Banca Popolare di Ancona. The second predecessor, Banca Lombarda e Piemontese, represented another regional banking group with a substantial presence in northern Italy. Its combination with BPU was agreed in 2006 and completed on 1 April 2007. The merged organization adopted the name Unione di Banche Italiane, trading as UBI Banca. Its model retained the regional character of the constituent banks while placing them within a larger group capable of offering common products, technology and centralized services. UBI concentrated on retail customers, households, small and medium-sized enterprises and local businesses. Its branch network was strongest in the territories associated with its predecessor banks. Lombardy was a core region, while Banca Carime provided a notable position in Calabria and parts of southern Italy, and Banca Popolare di Ancona supported the group's presence in the Marche and neighboring regions. The group also operated specialized companies in private investment banking, asset management, consumer finance, leasing, factoring and insurance. In 2015, Italian legislation required large popular banks exceeding the statutory asset threshold to abandon the cooperative popular-bank structure and become joint-stock companies. UBI completed this demutualization, changing the governance and shareholder framework under which it operated. It used a two-tier governance system with a supervisory board and a management board. UBI then pursued a substantial simplification of its legal-entity structure. Its 2016–2020 business plan contemplated the absorption of Banca Popolare di Bergamo, Banco di Brescia, Banca Popolare Commercio e Industria, Banca Regionale Europea, Banca Popolare di Ancona, Banca Carime and Banca di Valle Camonica into the parent company. The consolidation was intended to reduce duplication and present a more unified group to customers and investors. In 2017 UBI expanded through the acquisition of three bridge banks created during the resolution of failed Italian institutions: Nuova Banca delle Marche, Nuova Banca dell'Etruria e del Lazio and Nuova Cassa di Risparmio di Chieti. The deal was conditional on measures including recapitalization of the targets, disposal or reduction of non-performing loans and additional capital support for UBI. The transaction was completed in May 2017, followed by a capital raising for UBI shareholders. The final chapter began in February 2020, when Intesa Sanpaolo unexpectedly announced a voluntary public exchange offer for UBI. Intesa proposed newly issued shares in exchange for UBI shares and later sought shareholder approval for a supporting capital increase. The takeover gave Intesa access to UBI's customers, branches and regional franchises. The transaction was completed in September 2020, after which UBI Banca ceased to operate as an independent listed banking group. Its former business was integrated into Intesa Sanpaolo.

• 2020

  Taken over by Intesa Sanpaolo

  [1]UBI Bancaen.wikipedia.org

  Intesa Sanpaolo's public exchange offer resulted in UBI's takeover and the end of its independent existence.

• 2017

  Three rescued banks acquired

  [1]UBI Bancaen.wikipedia.org

  UBI completed the acquisition of three bridge banks and announced plans to merge them into the group.

• 2016

  Structural simplification plan announced

  [1]UBI Bancaen.wikipedia.org

  UBI announced a plan to absorb a number of regional subsidiary banks into the parent company during 2016 and 2017.

• 2015

  Demutualization

  [1]UBI Bancaen.wikipedia.org

  UBI changed from a popular-bank cooperative structure into a joint-stock company following Italian banking reform.

• 2007

  UBI Banca established

  [1]UBI Bancaen.wikipedia.org

  The merger of BPU Banca and Banca Lombarda was completed on 1 April, forming UBI Banca.

• 2006

  Merger with Banca Lombarda agreed

  [1]UBI Bancaen.wikipedia.org

  BPU's board agreed to combine with the Banca Lombarda banking group.

• 2003

  BPU Banca formed

  [1]UBI Bancaen.wikipedia.org

  Banche Popolari Unite was created through the merger of Banca Popolare di Bergamo–Credito Varesino and Banca Popolare Commercio e Industria.

A predominantly Italian, relationship-oriented retail and commercial bank with strong regional roots, a broad branch network and a portfolio of specialized financial subsidiaries.

• Banking · 2007

  Retail and commercial banking

  UBI's core business served households, local businesses and companies through deposits, payment services, lending and branch-based relationship banking. The group was particularly associated with regional franchises inherited from its constituent popular banks, giving it strong local positions rather than a uniformly distributed national network.

• Private and investment banking

  IWBank Private Investments

  IWBank Private Investments was the group's internet-oriented banking business focused on the management of investments for individuals and families. It complemented UBI's branch network with online and investment-related services.

• Consumer finance

  Prestitalia

  Prestitalia specialized in salary-backed personal loans, a form of Italian consumer finance in which repayment is linked to salary or pension income. It operated as a specialized company within the wider UBI group.

• Asset management

  UBI Pramerica

  UBI Pramerica was the group's asset-management business, supporting investment products and wealth-management activity alongside UBI's private-banking and retail franchises.

• Factoring

  UBI Factor

  UBI Factor provided factoring services for business customers, allowing companies to manage receivables and working-capital needs through a specialist group subsidiary.

• Leasing

  UBI Leasing

  UBI Leasing supplied leasing services as part of the group's broader offering to businesses and other customers requiring financed use of assets.

• Insurance

  Insurance interests

  The group held interests in insurance companies including Lombarda Vita and Aviva Vita. These businesses extended UBI's product range beyond banking into protection and life-insurance-related services.

• Brescia Calcio sponsorship

  Italy

  Through Banco di Brescia and later the UBI group, the bank served as a principal sponsor of Brescia Calcio, linking the institution to one of the key football clubs in a region where it had strong banking roots. The sponsorship continued after the constituent banking brands were consolidated, although the banking entities and brand were later absorbed into Intesa Sanpaolo.

  Outcome. The sponsorship continued after the constituent banking brands were consolidated, although the banking entities and brand were later absorbed into Intesa Sanpaolo.

  Source
• Atalanta B.C. partnership

  Italy

  UBI Banca sponsored the reserve team of Bergamo-based Atalanta B.C. and acted as the club's official bank, connecting the bank's corporate identity with its home city and surrounding community. The partnership belonged to the pre-integration UBI period and did not continue as an independent UBI brand after the Intesa Sanpaolo takeover.

  Outcome. The partnership belonged to the pre-integration UBI period and did not continue as an independent UBI brand after the Intesa Sanpaolo takeover.

  Source

• 2020

  Takeover by Intesa SanpaoloM&A

  Background

  Intesa Sanpaolo announced an unsolicited voluntary public exchange offer for UBI Banca during a period of consolidation in the Italian banking sector.

  Action taken

  Intesa proposed exchanging newly issued Intesa Sanpaolo shares for UBI shares and later sought approval for a supporting capital increase.

  Aftermath

  The offer was completed in September 2020. UBI ceased to exist as an independent listed banking group and its business was integrated into Intesa Sanpaolo.

  Value of initial exchange offer. (Announced 17 February 2020)

  Source

• 2017

  Acquisition of three bridge banksM&A

  Background

  Three banks placed into resolution in 2015 were offered for sale after intervention by Italy's National Resolution Fund and the Bank of Italy.

  Action taken

  UBI submitted a binding offer and acquired Nuova Banca delle Marche, Nuova Banca dell'Etruria e del Lazio and Nuova Cassa di Risparmio di Chieti. The transaction required target-bank recapitalization, non-performing-loan reductions and additional capital support for UBI.

  Aftermath

  The transaction broadened UBI's geographic and customer base, while bringing inherited credit-quality and integration challenges. The three institutions were subsequently planned for merger into UBI.

  Required recapitalization and capital support. The target banks required estimated recapitalization of approximately €450 million, while UBI contemplated up to €400 million of additional recapitalization. (2017 acquisition)

  Source

• 2015

  Adoption of joint-stock company structureStrategy

  Background

  Italian legislation required large popular banks above the applicable asset threshold to change their cooperative legal form.

  Action taken

  UBI demutualized and became a società per azioni, changing its legal and shareholder structure.

  Aftermath

  The change placed UBI within the reformed framework for large Italian banks and preceded further organizational consolidation.

  Source

1. 1UBI Bancaen.wikipedia.org
2. 2UBI Banca corporate websiteubibanca.it