EU Set to Reject Italy’s Golden Power Conditions on UniCredit’s Banco BPM Takeover

Milan, July 8, 2025 – The European Union is poised to challenge the Italian government’s use of its “Golden Power” provisions to impose strict conditions on UniCredit SpA’s proposed acquisition of Banco BPM SpA, according to a Bloomberg report. This development sets the stage for a potential clash between Brussels and Rome, highlighting tensions over national versus EU authority in major financial transactions.

The European Commission is expected to issue a formal order asserting that only Brussels has the legal authority to impose conditions on the deal, which was approved by EU regulators last month. The Italian government had invoked Golden Power rules, which allow intervention in transactions involving strategic assets, to set conditions including UniCredit’s exit from Russian operations within nine months and a ban on reducing domestic investments in Anima Holding SpA, Banco BPM’s recently acquired asset management firm. The EU’s stance is that these conditions violate EU merger regulations, and failure to withdraw them could lead to infringement proceedings against Italy for breaching EU law.

UniCredit, led by CEO Andrea Orcel, has challenged the Italian government’s conditions in court, with a ruling from an Italian administrative tribunal expected this week. Orcel previously indicated that the bank might abandon the deal if the conditions remain unclear, a sentiment echoed in April 2025 when UniCredit stated it was unable to make a conclusive decision due to the government’s stance. The deal, part of a broader consolidation wave in Italy’s banking sector, involves a public exchange offer for Banco BPM’s shares, with UniCredit publishing updated offer documents on July 3, 2025, following approval by Consob, Italy’s securities regulator.

Market response has been positive, with UniCredit shares rising 1.3% to €58.09 and Banco BPM shares climbing 3.1% to €10.44 on July 8, 2025, reflecting investor optimism despite the regulatory dispute. The EU’s approval of the acquisition included concessions, such as UniCredit divesting 209 branches to address competition concerns, but the Italian government’s additional conditions have sparked controversy.

This standoff underscores broader debates about national control versus EU integration in the banking sector, similar to tensions seen in UniCredit’s earlier bid for Germany’s Commerzbank, where German authorities raised concerns about job losses and national interests. The outcome of the Italian tribunal’s ruling and the EU’s formal response will be critical in determining whether UniCredit can proceed with its vision of creating a pan-European banking powerhouse. For further details, refer to Bloomberg’s coverage or UniCredit’s official statements at unicreditgroup.eu.