In the Italian credit scene two realities stand out from very different profiles, today involved in one of the most significant banking operations of 2025.
The two banks: profiles and history
BPER Banca has historical roots, but the current form of the group has stabilized with the union of previous popular banks (including the Banca Popolare dell'Emilia-Romagna) in the 90s, becoming a banking institution of national importance. Its registered office is located in Modena. Operationally, BPER has a very wide network: on 30 June 2025, the group reported 1,557 branches in Italy. In capital terms, it has solid financial indicators: for example, a high CET1 ratio and a liquidity situation considered stable. Its activity is diversified: in addition to retail banking and corporate, it offers insurance services (banks), investments and a wide range of products for families, companies and institutions. BPER is therefore a group bank with a national organisational structure with considerable size and a capacity to assist a variety of different customers. On the other hand, Banca Popolare di Sondrio has a very different narrative: established in 1871 in Valtellina, it was one of the first Italian popular banks, founded on a cooperative philosophy, aimed at serving the territory and supporting families, small businesses, professionals and local realities. In the early years it operated with a few branches (the headquarters in Sondrio and a branch in Morbegno), reflecting the local and popular banking model of the time. Only over time, the bank has expanded its activity beyond Valtellina, assuming a supra-regional range of action and reaching to serve customers even outside its area of origin.
In recent years, BPS has changed its legal form: with a shareholders' resolution of 29 December 2021, it has transformed from cooperative into joint stock companies, a change that has altered the corporate structure making it formally suitable for market operations, acquisitions and mergers. Before the recent transformation, BPS managed numerous branches: at 31 December 2022 504 branches and 372 branches were active. The share capital and equity placed it between large and medium-sized banks: according to 2022 data, the equity amounted to approximately €3,387 million.
In-depth comparison between BPER and BPS: model, governance, risks and incentives
A key element that differentiates BPER from BPS is the composition of the group and the variety of assets. BPER is not limited to being a bank: it belongs to a group composed of local banks, financial companies, private banking entities and collateral services (financial, real estate, asset management), forming a multi-service centre in the national banking system. This configuration offers BPER a greater ability to manage different activities, reduce particular risks and adapt the supply to the market, ensuring a competitive advantage in periods of economic instability or changes in rates. BPS, on the other hand, although it has become a joint stock company after the transformation of 2021, retains a size and a structure less complex than a large diversified group. This involves governance and operation which is necessarily more essential, with the possibility of fixed and hierarchical costs reduced than large multi-service entities, but also involves greater vulnerability than market dynamics, in the absence of a diversified business network as solid as that of BPER. As regards governance and corporate structure, BPER offers a consolidated model, characterised by established social bodies, supervisory functions and an organisation designed for the management of a group. This type of group organisation is more suitable for managing mergers, integrations, possible synergies and supervisory issues emerging from a heterogeneous set of subsidiaries. BPS, on the contrary, maintains a less complex pre-existing governance (although modified to adapt to the new style of S.p.A.) which makes it more difficult to integrate in a large group in the future, especially from an organisational and cultural point of view. Another aspect of significant diversity concerns the risk profile, budgets and assets. BPER communicates, in its official statements, a profile characterized by 'great capital strength, high liquidity and low level of risk' . This allows to manage macroeconomic shocks, problematic credits or sector crises with a greater ability to adapt. BPS, according to the consolidated financial statements 2023, is a sound and operational bank, but with a traditional and less diversified structure: this makes it potentially more exposed to negative changes, especially without the support of a larger group.
The acquisition and merger between BPER Banca and Banca Popolare di Sondrio
In 2025 the extraordinary operation that will lead to the complete integration of Banca Popolare di Sondrio into BPER Banca began, one of the most significant consolidation operations in the Italian banking sector in recent years. The operation is developed in two fundamental phases: a public offer of exchange (OPS) to acquire control of the Valtellina bank, followed by a merger plan by incorporation. The first step saw BPER start a voluntary OPS on all BPS shares, approved by CONSOB and available on the market from 16 June to 11 July 2025. The offer was successful: at the end of the accession period, BPER announced that it had obtained 58.49% of the capital of BPS, thus gaining a control share completely capable of influencing the strategic decisions and governance of the acquired entity. The transaction continued with the approval by the boards of the two banks of the merger plan for the incorporation of BPS into BPER, which was decided on 5 November 2025. BPS will no longer exist as an independent legal entity after the merger, transferring to BPER the entire business set, the staff, the territorial network and the group's participations. The exchange rate set out in the transaction provides for the allocation of 1.45 BPER shares for each ordinary BPS share, without any cash payment. This will result in the issue of a maximum of 126.9 million new BPER shares, with a capital increase of approximately €190 million, intended solely to facilitate the conversion of the securities owned by BPS shareholders. From an operational point of view, the union of the two entities involves a progressive phase: at the end of the formal refinement of the merger, the computer migration of the systems and the rationalization of the distribution networks will be carried out, in order to complete the insertion of the former BPS subsidiaries in the perimeter of BPER by 2026. The process will involve organizational actions concerning the staff and the infrastructural network, as indicated also in the first trade union materials related to the restructuring after the merger. The aim of the two institutions is twofold: on the one hand, to strengthen the competitiveness of the new banking group at national level, increasing market shares in strategic areas; on the other hand, to achieve economic and management synergies linked to the rationalisation of structures, to the organizational simplification and to the opportunity to extend the provision of value added services for companies and retail customers.
Advantages and criticalities of the BPER-BPS merger
The integration between BPER and BPS is a major transaction for the national banking system, capable of generating value opportunities but also raising important issues, in operational, economic, social and regulatory terms.
Expected benefits and potential benefits
1. Economy of scale and operational synergies: A larger banking group allows to rationalise infrastructure, affiliate networks, computer systems and operational processes. The merger facilitates the elimination of duplications both infrastructure and administrative, reducing fixed costs, optimising resources and improving the overall efficiency of the resulting group. Studies on banking consolidation, including at European level, identify domestic M&A as useful tools to cut costs and overcome problems of undercapitalization or excessive fragmentation of the sector.
2. Competitive reinforcement and improved market position by integrating BPS's network and customers, BPER strengthens its presence in North-Italy, expanding its market share and consolidating territorial coverage. This strengthening can result in increased credit delivery capacity, access to new customer segments (families, local businesses, SMEs), and increased visibility at national level, which are strategic elements in a context of growing competition between banks.
3. Diversification of the supply and expansion of services: A wider and more structured group can invest in more sophisticated technologies, products and services (rail + corporate + welfare management + complementary financial services), offering a wider range than that of a traditional medium-large bank. This can result in greater capacity to attract customers with complex needs and greater resilience of the business, thanks to diversification of revenues and activities.
4. Better asset soundness and risk absorption capacity: With a consolidated structure, the resulting group will have more robust assets, better capital management levers and greater ability to withstand economic shocks or financial crises. This is particularly relevant in a complex regulatory and macroeconomic environment such as the current one.
5. Value for stakeholders and investors, efficient governance: Official communications indicate that the merger constitutes a strategic lever for sustainable growth and value creation for all stakeholders. A unified and well-governed corporate structure can give confidence to investors, markets and supervisors, increasing the transparency, stability and decision-making efficiency of the resulting group.
6. Possibility of innovation and modernisation
The union favours scale investments in IT systems, digitisation, regulatory compliance and up-to-date operational models, which are difficult to achieve at the level of the . Media/popular bank. This can improve the quality of services, efficiency and competitiveness compared to the large European groups. This type of consolidation is often considered by the European authorities as a way to strengthen the stability of the banking system in countries with fragmentation and multiple small/medium-sized entities.
The risk, risk and potential costs of the transaction shall be:
1. Operational risk during the integration phase: Banking mergers present significant risks during the transition: the integration of computer systems, accounting procedures, risk control models and internal processes can generate inefficiencies, delays and dysfunctions, especially if the two entities have very different business cultures and infrastructures.
2. Reduction of competition and potential deterioration for customers
The concentration of the banking system can result in lower local competitiveness: fewer banks mean greater market power for the resulting group, which can. reflect under less favourable conditions for customers, rates, services or affiliate choices. Some research shows that banking mergers, especially when they reduce the 3. 4. 5. 6. 7. competition in limited geographical areas, can worsen the well-being of customers compared to a more fragmented market.
Loss of territorial and relational identity of BPS
BPS, historically a popular bank, rooted in a local fabric, could lose its original identity: for many customers, such as families, SMEs, local communities, the dimension of closeness and personal trust with a local bank has a symbolic and practical value. With absorption by a large national group, this proximity bond can fade away, with the risk of alienation of part of the traditional clientele.
Possible redundancy, branch closures and impacts on work and territory
As noted in the preliminary trade union plans, computer migration is scheduled for the weekend of April 18th, 2026 and from that time the former BPS affiliates will enter the operating system of BPER. This process may require the closure or amalgamation of locations, resulting in the restructuring of the territorial network. There is a reduction of staff, with potential redundancies or relocations.
Risk of governance and protection of minority stakeholders
In merger and acquisition operations, the new decision-making structure tends to favour the reference shareholders and the dominant group: minority members, small businesses, local communities, historical customers, who could be in a less strong position, with less protection in strategic choices, in the distribution of control and active participation in governance. This raises issues of equity, transparency and representation, especially in a context where the target bank (BPS) has a history of mutuality and collective participation.
Uncertainties about the effective implementation of synergies and long-term economic performance
Bank mergers are not always reflected in the expected benefits: empirical literature shows that, while improving cost efficiency, profitability gains may be modest or uncertain, especially if operations are complex, integrating different cultures and structures. Variables to be managed such as governance, corporate culture, operational integration, risk management make the outcome unpredicted.
Regulatory and supervisory matters
Banking supervisors and regulators require mergers to comply with standards of capitalisation, asset soundness, transparency and appropriate governance. Such consolidation should be closely monitored to avoid concentrations that can generate systemic fragility or reduce the resilience of the banking system, especially in the event of macroeconomic shocks.
Legal and market consequences of merger
The merger by incorporation of Banca Popolare di Sondrio into BPER Banca will give rise to a single legal entity: all BPS claims and debts (contracts with customers, credit positions, bonds, employment relationships) will be transferred automatically to BPER. For customers, this implies that they will not have to sign new contracts, since the corporate automatically takes over the continuity of banking relationships. At the same time, BPER will be fully responsible for the capital obligations and guarantees against depositors and investors.
From the point of view of governance, the merger leads to the abolition of the social bodies of BPS and to the amalgamation of strategic choices in the parent company. This causes a rebalancing of the forces: the shareholders of the previous People of Sondrio will become shareholders of BPER, but with a relatively less influence than before, while the management and the business strategies will be determined according to the logic of a large national banking group.
From a regulatory point of view, the new situation will have to ensure a more robust monitoring system, an adaptation to prudential supervision regulations for large banking groups and more complex risk management.The merger also affects the map of competition in areas where the two banks were operating together: it could reduce the number of operators in the local market and increase the contractual power of the new group, with possible consequences on the cost and access to credit. On the market and customers side, the change will necessarily lead to standardisation of services and an increase in digitisation. For certain areas, this could lead to an increase in efficiency and services offered; for others, in particular peripheral or mountain areas historically assisted by BPS, it could mean the lack of a banking branch nearby and a reduction in the personal relationship that distinguished the Valtellina bank
In conclusion, at systemic level, the new group will represent a larger and therefore more significant player for the stability of the Italian banking system. On the one hand, this increases the ability to cope with financial shocks and to support companies and families; on the other hand, it involves the issue of dimensional risk: larger banks can be more complicated to monitor and more difficult to administer in critical situations, making adequate supervision essential.