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Intesa Sanpaolo

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Intesa Sanpaolo S.p.A.
Company typePublic
BIT: ISP
FTSE MIB Component
ISINIT0000072618
IndustryFinancial services
Predecessors
Founded2007; 17 years ago (2007) (merger)
1583; 441 years ago (1583) as Istituto Bancario San Paolo di Torino
HeadquartersGrattacielo Intesa Sanpaolo, Turin, Italy
Number of locations
5,843 branches 4,694 in Italy
1,149 abroad
Areas served
[Americas]
Key people
Products
Increase €4.18 billion (2019)
Total assetsIncrease €1 trillion (end 2020)
Total equityIncrease €44 billion (end 2019)
Number of employees
Increase 96892 (end 2017)
Capital ratioIncrease 13.3% (Group CET1, end 2017)
Rating
BBB(Fitch, Dec.2017)[1]
baa3(Moody's, Feb.2018)[2]
Websitewww.intesasanpaolo.com
Footnotes / references
in consolidated financial statement;[3] other source[4][5][6]

Intesa Sanpaolo S.p.A. is an Italian international banking group. It is Italy's largest bank by total assets and the world's 27th largest.[7] It was formed through the merger of Banca Intesa and Sanpaolo IMI in 2007, but has a corporate identity stretching back to its first foundation as Istituto Bancario San Paolo di Torino in 1583.

In 2020 the bank served approximately 14.6 million customers in Italy and 7.2 million customers in Eastern and Central Europe, the Middle East and North Africa through several brands such as CIB Bank, VÚB Banka and Bank of Alexandria.[8]

By 2010 its assets had grown to US$877.66 billion, ranking 26th in Forbes Global 2000.[9][10] The company is a component of the Euro Stoxx 50 stock market index.[11]

History

Banca Intesa and Sanpaolo IMI, the two banks that merged in 2007 to create Intesa Sanpaolo, were themselves the product of many mergers.[12] Cariplo and Banco Ambrosiano Veneto merged in 1998 to form Banca Intesa. The following year Banca Commerciale Italiana joined the group. Sanpaolo IMI was born in 1998 following the merger of Istituto Bancario San Paolo di Torino, which specialized in retail banking, and IMI (Istituto Mobiliare Italiano), an investment bank.[12]

Banca Intesa

The oldest part of the banking group is Cariplo Sp.A. which traces its roots to the Austrian Empire household savings bank Cassa di Risparmio delle Provincie Lombarde which was established in 1823 in Milan. The cassa di risparmio was started by an Italian philanthropic group, the Central Committee of Charity; a response by the government to the hard economic times of the early 19th century. In the early 20th century the bank helped Italian companies in the North obtain capital during and after World Wars 1 and 2, chiefly under the guidance of Giordano Dell'Amore. Banking reforms in 1990 started by Giuliano Amato (Amato Law; Legge Amato [it]) led to the restructuring/reorganization of banks by forcing the government to relinquish control of them (the result was a more market-driven bank that focused less on social programs/social causes were abandoned).[13]

Cariplo SpA was formed in 1991 when Cassa di Risparmio delle Provincie Lombarde (sold by Ente Cassa di Risparmio delle Provincie Lombarde ) merged with its subsidiary IBI. Banco Ambrosiano Veneto originated with Nuovo Banco Ambrosiano and Banca Cattolica del Veneto which merged in 1989. The bank increased in size during the 1990s due to numerous acquisitions (Citibank Italia, Banca Vallone di Galatina and European securities dealer Caboto among others).[citation needed]

Banca Commerciale Italiana

Intesa Sanpaolo secondary headquarters. Ca' de Sass building in Milan

Banca Commerciale Italiana (BCI) started in 1894 as a corporate loans lender operating in the commercial industry of Northern Italy. In 1994 Mediobanca purchased an interest in BCI (ironically BCI was one of the 3 banks that formed Mediobanca almost 50 years earlier). BCI tried to acquire Banco Ambrosiano Veneto the same year but was spurned by shareholders who wouldn't accept the US$1.13 billion offer. In 1999 Italy's largest bank Unicredit Group at the time, attempted a hostile takeover of BCI but failed due to Mediobanca's interest in the company (Mediobanca wanted to merge Banca di Roma with BCI). BCI merged with the former Banca Ambrosiano and Cariplo in 1998 to form a financial institution renamed Banca Intesa in 2003.[citation needed]

Sanpaolo IMI

Sanpaolo IMI was formed in 1998 when Istituto Bancario San Paolo di Torino (founded in 1563) and Istituto Mobiliare Italiano (IMI) merged, (IMI itself was established in 1931) in a US 37.8 billion dollar deal.[14]

Intesa Sanpaolo

In January 2007, Banca Intesa and Sanpaolo IMI, two of the three largest bank of Italy, officially merged.[15]

As part of the authorization of the merger, the Italian Competition Authority (AGCM) forbid Intesa Sanpaolo to open any new branches for two years in the provinces of Udine and Gorizia (Friuli – Venezia Giulia region), provinces of Rovigo and Padua (Veneto region), Aosta Valley, provinces of Biella and Alessandria (Piedmont region), Province of Bolzano (South Tyrol), Province of Bologna (Emilia-Romagna region), Province of Pavia (Lombardy region), Province of Naples (Campania region), Province of Imperia (Liguria region), provinces of Sassari and Cagliari (Sardinia Island), Province of Rieti (Lazio region), province of Terni (Umbria region), Province of Pesaro-Urbino (Marche region), Province of Pescara (Abruzzo region) and Province of Catanzaro (Calabria region).[16]

The French banking group Crédit Agricole started to spin off from Intesa Sanpaolo, by acquiring Cariparma, FriulAdria in 2007 and Carispezia in 2011, as well as branches from Intesa Sanpaolo. In 2012, Crédit Agricole sold all the shares of Intesa Sanpaolo.[citation needed]

In December 2007, Cassa di Risparmio di Biella e Vercelli was also sold to Banca Monte dei Paschi di Siena for €399 million.[17]

In 2008, Intesa Sanpaolo acquired Banca CR Firenze. In December 2008, Cassa di Risparmio di Fano was sold to Credito Valtellinese.[citation needed]

In 2009, group acquisitions included a 30% interest in business info company MF Honyvem, and an increased stake in Alitalia – Compagnia Aerea Italiana up to 33.3%[18] Even though the bank was rumoured to have been working with the government to keep Air France from acquiring a stake in Alitalia, Air France eventually acquired 25%.[19][20] Alitalia – Compagnia Aerea Italiana sold part of its stake in the airline to Etihad Airways in 2015.

From 2012 to 2013, Intesa Sanpaolo wrote down the value of the investment in Banca delle Marche (a minority interest of 5.84% share capital) for a total of €90 million (€18 + 72 million), as well as €26 million for a minority stake in Cassa di Risparmio della Provincia di Chieti in 2014. The shareholders of the banks were bail-in in the rescue plan in 2015.[citation needed]

In 2014, Cassa di Risparmio di Venezia and Banca di Credito Sardo were absorbed into Intesa Sanpaolo. The 2014–17 business plan of the bank stated that the banking group would simplify their legal structure.[citation needed]

In 2015, local banks Banca Monte Parma, Banca di Trento e Bolzano, Cassa di Risparmio di Civitavecchia, Cassa di Risparmio di Rieti and Cassa di Risparmio della Provincia di Viterbo were absorbed into Intesa Sanpaolo. Banca dell'Adriatico and Casse di Risparmio dell'Umbria were planned to be absorb by Intesa Sanpaolo in mid-2016. A unified website was also used for the remaining retail banks of the group in 2016.[citation needed]

In 2016–17, the banking group also sold their non-core businesses, such as the 0.49% ordinary shares of Visa Europe in cash plus share deal;[21] Intesa Sanapolo Card and subsidiary Setefi to Mercury (the parent company of Istituto Centrale delle Banche Popolari Italiane) for €1.035 billion[22][23] and 4.88% shares of Bank of Italy to the bank's shareholders Compagnia di San Paolo, Fondazione Cariplo and the pension funds of the group for €366 million.[24]

On 26 June 2017,[25] as part of a government-funded bailout of the depositors (and the bail-in of the investors of the failed banks), Intesa Sanpaolo acquired the good assets of Banca Popolare di Vicenza (BPVi) and Veneto Banca, including some of the subsidiaries such as Banca Apulia and Banca Nuova. The branches of BPVi and Veneto Banca would at first became branches of Intesa Sanpaolo, but some of them would be closed down in the near future for efficiency, as Intesa Sanpaolo was also one of the major banks in the Veneto region which the failed banks based. In October 2017, the plan to absorb Banca Nuova into Intesa Sanpaolo was also announced. In December 2017, the plan to absorb Cassa di Risparmio del Friuli Venezia Giulia was announced.

On 6 February 2018, 10 further mergers were announced in the 2018–2021 business plan: Banco di Napoli. Banca CR Firenze, CR Pistoia e della Lucchesia, CR Veneto, Carisbo, Cariromagna, Banca Apulia, Banca IMI, Banca Prossima and Mediocredito Italiano.[26]

On 17 February 2020, Carlo Messina unexpectedly announced the launch of a voluntary OPS (public exchange offer) for 4.9 billion euro towards UBI Banca which provided for the delivery of 17 Intesa Sanpaolo shares for every 10 UBI Banca shares newly issued with a premium of 27.6% compared to the stock market listing on Friday 14 February.[27] In addition, on 27 April 2020 Intesa, which has access to three million UBI customers, obtained from the extraordinary shareholders' meeting the approval of a capital increase in support of the takeover bid.

The operation is complex as, to prevent possible problems with the Antitrust Authority, it involves other companies. UnipolSai has already reached an agreement to take over the business branches of the insurance companies Banca Assurance Popolari, Lombardia Vita and Aviva Italia, owned by UBI. The Bolognese insurance group supported the share capital increase of 802.26 million euros of BPER Banca, the Emilian bank of which it is the first shareholder with 19.9%. In turn, BPER has already signed a contract with Intesa which provides for the purchase of 532 UBI branches with approximately 1.2 million customers, of which approximately half in Lombardy. In July 2020, the antitrust authority ordered Intesa to sell as many of its own branches, in the event that the public subscription offer does not reach 67% of the shares.[28] The transaction, which obtained the approval of the various Italian and European authorities, led to the delisting of UBI and provides for the merger between the two banks.

The sale is scheduled for the end of 2020, with the aim of closing the financial statements in April 2021, presenting a credit institution in seventh place in Europe in terms of size, with a value of assets under management of 1.1 trillion, loans for 460 billion and profits for five.[29] The offer ends on 30 July 2020 with the achievement of 91.0149% of the capital of UBI. Therefore, having exceeded 90% of the share capital, the delisting procedures have begun which have led Intesa Sanpaolo to become the sole shareholder of UBI Banca. Intesa is required to complete the sale of 500 agencies within six months of the completion of the merger.[30]

On 5 October 2020 was announced Intesa Sanpaolo's private bank arm has reached an agreement to buy a 69% in Swiss-based bank REYL & Cie.[31]

In August 2022, ISP completed the 100 percent acquisition of the Luxembourg private bank CBP Quilvest. The transaction is intended to create a second private banking hub to complement the Swiss one. [32]

Major shareholders

As of 23 March 2021[33]

Intesa Sanpaolo's shareholders with more than a 3% stake

Shareholder Stake (% of ordinary shares)
BlackRock 5.005%
Fondazione Cariplo 4.680%
Compagnia di San Paolo 9.888%

Many shareholders of the group were the former owner (foundation) of the saving banks that were acquired by Intesa and Sanapaolo IMI through shares swap. For example, as of 31 December 2013, Fondazione Carisap (Ascoli) held 0.3537% shares,[34] Fondazione Carisbo (Bologna) held 2.023%,[35] Fondazione Cariparma (Parma, now part of Crédit Agricole Group) held 0.67%,[36] Fondazione Carispezia (La Spezia, now part of Crédit Agricole Group) held 0.25%,[37] Fondazione di Venezia (Venice) held 0.33215%.[38]

Corporate Governance

Intesa Sanpaolo has a single-tiered corporate governance system in which the Board of Directors alone are in charge of strategic supervision and control. The latter duty is carried out by the Management Control Committee instead of the Board of Directors itself. The bank adopted this single-tiered system in April 2016, replacing the former two-tiered structure. Previously, the supervisory board exercised control and strategic management functions, whereas the management board oversaw the management of the company's business. The supervisory board was appointed by shareholders in their annual meeting. It supervised the activities carried out by the management board and, in particular, approved the main strategic initiatives proposed by the management board. The management board appointed one of its members to be the CEO.[39][40]

Board of directors

Members were appointed on 27 April 2016 for the following financial years: 2016, 2017 and 2018.[6]

Position Name
Chairman Gian Maria Gros-Pietro
Deputy chairperson Paolo Andrea Colombo
Managing director and CEO Carlo Messina[41]
Director Bruno Picca
Director Rossella Locatelli
Director Giovanni Costa
Director Livia Pomodoro
Director Giovanni Gorno Tempini
Director Giorgina Gallo
Director Franco Ceruti
Director Gianfranco Carbonato
Director Francesca Cornelli
Director Daniele Zamboni
Director Maria Mazzarella
Director Maria Cristina Zoppo
Director Edoardo Gaffeo
Director Milena Teresa Motta
Chairman of the Management Control Committee Marco Mangiagalli
Director Alberto Maria Pisani

Financial information

Table with a comparison of Intesa Sanpaolo financial performance over the last years.[6]

Year Net income (million €) Total assets (million €) Total equity (million €)
2017[3] 7,354 (with 3.500 billion one-off revenue from Italian government) 796,861 56,205
2016 3,111 725,100 48,911
2015 2,739 676,568 47,776
2014 1,251 646,427 44,683
2013 -4,550 624,179 44,520
2012 1,605 673,472 49,613
2011 -8,190 639,221 47,040
2010 2,705 657,025 53,533
2009 2,805 624,844 52,681
2008 2,533 636,133 48,954

Business Units

The group's operations are segmented into 7 parts[42]

  • Banca dei Territori - By far the largest division is the company's domestic commercial bank in Italy. Subsidiaries include Mediocredito Italiano, Banca Prossima and Banca 5.
  • Corporate and Investment Banking - Present in 29 countries this division acts as a "global partner" supporting the development of financial institutions, both nationally and internationally.
  • International Subsidiary Banks - Present in 10 countries spanning central eastern Europe, the Middle East, and North Africa.
  • Insurance Division includes subsidiaries Fideuram Vita, Intesa Sanpaolo Assicura and Intesa Sanpaolo Vita
  • Capital Light Banks includes Intesa Sanpaolo Re.O.CO.
  • Eurizon Capital - Italy's largest asset manager[43] that invests in such things as bonds (including government), publicly traded companies and also engages in short term borrowing and lending.
  • Private Bank Division - includes Intesa Sanpaolo Private Banking, Sirefid, Intesa Sanpaolo Private Banking Suisse and Banca Fideuram that offers financial advice services. It was created in 1968 as a subsidiary of IMI (later merged with Sanpaolo and then Banca Intesa to form the current company) with the purpose of managing IMI's Luxembourg mutual fund business. In 1992 it was merged with another subsidiary Manusardi, which is when it officially became Banca Fideuram. In 1997 it entered the private banking industry, 2000 it became a broker after acquiring French Company Groupe Wargny (was established in 1806, some of the Wargny business was sold in 2007) then in 2004 its parent company IMI took over its life insurance business. Its association with US company Frank Russell group gave it a foothold in the personal financial planning market.[44][45]

Subsidiaries

In addition to its strong presence in Italy, Intesa Sanpaolo has branches and representative offices around the world. The Group also directly controls many foreign banks, especially in Central-Eastern Europe and Middle East and North Africa, with around 1,600 branches and about 8.3 million clients operating in retail and commercial banking.[42][46]

Banca Fideuram Italy
Banca Intesa Beograd Serbia
Bank of Alexandria Egypt
Bank Inteza Russia
CIB Bank Hungary
Intesa Sanpaolo Banka d.d. Bosna i Hercegovina Bosnia and Herzegovina
Intesa Sanpaolo Banka Slovenia
Intesa Sanpaolo Bank Albania Albania
Intesa Sanpaolo Romania SA Romania
Pravex Bank Ukraine
Privredna banka Zagreb Croatia
REYL & Cie Switzerland
Všeobecná úverová banka Slovakia
  • Intesa Sanpaolo former headquarters in piazza San Carlo, Turin
    Intesa Sanpaolo former headquarters in piazza San Carlo, Turin
  • Intesa Sanpaolo building Palazzo delle Colonne, Milan
    Intesa Sanpaolo building Palazzo delle Colonne, Milan

See also

References

  1. ^ "Fitch Affirms Intesa Sanpaolo at 'BBB'; Outlook Stable" (Press release). Fitch. 16 December 2017. Retrieved 21 May 2018 – via Reuters.
  2. ^ "Rating Action: Moody's affirms Intesa Sanpaolo's ratings" (Press release). Moody's. 16 February 2018. Retrieved 21 May 2018.
  3. ^ a b "Annual Report 2017" (PDF). Intesa Sanapolo. Retrieved 21 May 2018.
  4. ^ "Biographies". Intesa Sanpaolo.
  5. ^ Intesa Sanpaolo Businesses Intesa Sanpaolo
  6. ^ a b c "Company profile". Borsa Italiana. Retrieved April 24, 2015.
  7. ^ Ali, Zarmina (April 7, 2020). "The world's 100 largest banks". Standard & Poor. Retrieved June 23, 2020.
  8. ^ "IntesaSanpaolo Shareholder's Guide" (PDF). Retrieved 23 February 2021.
  9. ^ "The Global 2000 - Forbes.com". www.forbes.com. Retrieved 2019-07-16.
  10. ^ "Intesa Sanpaolo S.P.A." Archived from the original on 2012-02-29. Retrieved 2010-09-13.
  11. ^ Frankfurt Stock Exchange Archived 2019-02-08 at the Wayback Machine
  12. ^ a b "History". Intesa Sanpaolo. Retrieved December 14, 2012.
  13. ^ "Italy, Europe and Financial Regulation". users.ox.ac.uk. Retrieved 2019-07-16.
  14. ^ Timmons, Heather (2006-08-28). "Italy's Creation of a Banking Giant Is Seen as a Precursor". The New York Times.
  15. ^ "Quotazioni, Azioni, Obbligazioni, ETF, Fondi, Indici - Borsa Italiana" (PDF). www.borsaitaliana.it. Retrieved 2019-07-16.
  16. ^ "Provvedimento n. 16249 C8027 - BANCA INTESA/SANPAOLO IMI" (PDF) (in Italian). Autorità Garante della Concorrenza e del Mercato. 20 December 2006. Archived from the original (PDF) on 5 March 2016. Retrieved 5 March 2016.
  17. ^ "Joint Press Release Sale of 55% of Biverbanca Finalised". Intesa Sanpaolo & Banca Monte dei Paschi di Siena. 20 December 2007. Retrieved 16 February 2016.
  18. ^ "Leali, Other Investors Buy Alitalia Cargo Unit, Corriere Says". Bloomberg News. 2009-04-02.
  19. ^ Owen, Richard (2008-03-22). "Silvio Berlusconi may save Alitalia from Air France". The Times. London.
  20. ^ "Intesa CEO attacks French purchase of Alitalia". Reuters. 2007-12-10. Retrieved 2019-07-16.
  21. ^ "Intesa Sanpaolo Sells Stake in Visa Europe to Visa Inc". Intesa Sanpaolo. 21 June 2016. Retrieved 13 February 2017.
  22. ^ "Intesa Sanpaolo Signs Agreement for Sale of Setefi and Intesa Sanpaolo Card to Advent, Bain Capital and Clessidra". Intesa Sanpaolo. 2 May 2016. Retrieved 13 February 2017.
  23. ^ "ntesa Sanpalo Finalizes Sale of Setefi and Intesa Sanpaolo Card to Advent, Bain Capital and Clessidra". Intesa Sanpaolo. 15 December 2016. Retrieved 13 February 2017.
  24. ^ "Intesa Sanpaolo: Board of Directors Passes Resolution Authorising the Sale for 4.88% of Bank of Italy Capital". Intesa Sanpaolo. 3 February 2017. Retrieved 13 February 2017.
  25. ^ "Intesa Sanpaolo signs contract to acquire certain assets and liabilities of Banca Popolare di Vicenza and Veneto Banca". Intesa Sanpaolo. 26 June 2017. Retrieved 26 June 2017.
  26. ^ "2018-2021 Business Plan" (Press release). Intesa Sanpaolo. 6 February 2018. Retrieved 11 February 2018.
  27. ^ "Intesa Sanpaolo lancia un'offerta su UBI Banca da 4,9 miliardi" (in Italian). 17 February 2020.
  28. ^ Valentina Panigada (17 July 2020). "Intesa Sanpaolo incassa ok Antitrust a OPS su UBI, ma su quali sportelli cedere spunta un'incognita" (in Italian). Retrieved 4 November 2020.
  29. ^ Fabrizio Massaro (29 July 2020). "Ubi, oggi termina l'opas di Intesa Sanpaolo. A dicembre le filiali a Bper" (in Italian).
  30. ^ Lorenzo -Masini (27 July 2020). "In arrivo importanti cambiamenti per queste due banche". Proiezioni di Borsa (in Italian).
  31. ^ "Intesa Sanpaolo S p A : Buys 69% Stake in Swiss Bank REYL". 2020-10-05. Retrieved 2020-10-05.
  32. ^ https://group.intesasanpaolo.com/en/newsroom/news/all-news/2022/fideuram-luxembourg-acquires-cbp-quilvest
  33. ^ "In evidenza". Consob.it. 2021-01-02. Retrieved 2022-08-14.
  34. ^ "bilancio 2013" (PDF) (in Italian). Fondazione Carisap. 22 April 2014. Retrieved 27 March 2015.
  35. ^ "bilancio 2013" (PDF) (in Italian). Fondazione Carisbo. 22 April 2014. Archived from the original (PDF) on 25 March 2015. Retrieved 27 March 2015.
  36. ^ "bilacnio 2013" (in Italian). Fondazione Cariparma. 30 April 2014. Archived from the original on 2 April 2015. Retrieved 27 March 2015.
  37. ^ "bilancio 2013" (PDF) (in Italian). Fondazione Carispezia. 7 May 2014. Retrieved 27 March 2015.
  38. ^ "2013 bilancio" (PDF) (in Italian). Fondazione di Venezia. 19 January 2015. Archived from the original (PDF) on 2 April 2015. Retrieved 27 March 2015.
  39. ^ "CSR Europe: "Intesa Sanpaolo issues Sustainability Report 2015"". Retrieved 14 October 2016.
  40. ^ "Intesa Sanpaolo - Board of Directors". Retrieved 14 October 2016.
  41. ^ "Intesa Sanpaolo board tasks CEO with completing purchase of Veneto banks' assets". Reuters. June 25, 2017. Retrieved October 23, 2017.
  42. ^ a b "About us". Intesa Sanpaolo. Retrieved November 26, 2012.
  43. ^ "Eurizon Capital SGR implements Charles River Trader". 25 July 2011. Retrieved November 26, 2012.
  44. ^ "Google Translate". translate.google.ca. Retrieved 2019-07-16.
  45. ^ Sanpaolo SEC
  46. ^ "Institutional brochure" (PDF). Intesa Sanpaolo. p. 23. Archived from the original (PDF) on December 20, 2016. Retrieved November 26, 2012.
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