The European Commission has approved, under the EU Merger Regulation (EUMR), the proposed acquisition of Banco BPM S.p.A (BPM) by UniCredit S.p.A. (UniCredit). This approval is conditional on UniCredits full compliance with commitments to address the Commissions concerns regarding competition in the Italian banking sector. The Commission has also rejected a request from the Italian competition authority to refer the merger for assessment under Italian competition law.

The Commissions Investigation

UniCredit and BPM both provide corporate banking services for small and medium-sized enterprises (SMEs) and large corporate clients (LCCs), as well as retail banking services and insurance and asset management services. UniCredit has significant operations in Italy, Germany, and Central and Eastern Europe, while BPM mainly operates in Italy.

The Commissions investigation found that:

• At the local level, the proposed transaction would raise competition concerns in the markets for deposits and loans for both retail consumers and SME banking services. Given the strong horizontal overlap between the companies activities and branches in 181 local areas, the Commission was concerned that the companies could gain excessive market power, potentially leading to higher prices and reduced competition in those areas.
• At the regional level, the proposed transaction would not raise competition concerns for LCC banking services, as several other well-established competitors would remain active in the market following the transaction.
• Furthermore, the transaction does not raise concerns regarding possible coordination risks in the Italian banking market, due to (i) the markets fragmented and competitive nature; (ii) low transparency in consumer pricing; and (iii) limited monitoring by competitors of their respective market behavior both at the regional and provincial level.

The Proposed Remedies

To address the Commissions competition concerns, UniCredit has committed to divest 209 physical branches located in problematic overlapping local areas across Italy.

These commitments fully address the competition concerns identified by the Commission, by removing the horizontal overlap between the companies activities in those areas and ensuring that competition is preserved.

Following the positive feedback received during the market test, the Commission concluded that the transaction, as modified by the commitments, would no longer raise competition concerns in the markets for deposits and loans for both retail consumers and SMEs. This is because after the divestment, the combined market shares of the merged entity across the relevant local areas will be moderate.

The decision is conditional upon full compliance with the commitments. An independent trustee will monitor their implementation, under the supervision of the Commission.

Rejection of Referral Request

In parallel, the Commission has rejected a request from the Italian competition authority to refer the merger for assessment under Italian competition law.

Article 9(3) of the EUMR allows the Commission to refer all or part of the assessment of a case to a Member State provided that the competitive effects are restricted to markets within that Member State. In deciding whether to accept or reject such a referral request, the Commission takes into account, among others, which authority is better placed to deal with the case.

The Commission concluded that there are no compelling reasons that would justify a referral of the transaction to Italy under Article 9(3) of the EUMR. The Commission has a particular interest in ensuring that competition is preserved in sectors such as banking and insurance, which are crucial for the economic development of the Capital Markets Union and Savings and Investment Union. Moreover, the Commission is well placed to deal with the transaction as it has developed significant expertise in analyzing banking markets. The Commission therefore rejected the request.

Companies

UniCredit provides retail, commercial, and private banking, as well as insurance and asset management services. It is mainly active in Italy, Germany, Central and Eastern Europe. It also has a small presence in the UK and the US. In Italy, UniCredit is the second largest banking group by assets and is a public company with shares listed on the Milan, Frankfurt, and Warsaw stock exchanges.

BPM provides retail, commercial, and investment banking, as well as insurance and asset management services in Italy. BPM is currently the third largest banking group in Italy by assets and is a public company with shares listed on the Milan stock exchange. It was created in 2017 through the merger between Banco Popolare and Banca Popolare di Milano.

Merger Control Rules and Procedure

The transaction was notified to the Commission on April 24, 2025.

The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the EU Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the European Economic Area or any substantial part of it.

The vast majority of notified mergers do not pose competition problems and are cleared after a routine review. From the moment a transaction is notified, the Commission generally has a total of 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II). If commitments are proposed in Phase I, the Commission has 10 additional working days, bringing the total duration of a Phase I case to 35 working days, such as in this case.

More information will be available on the Commissions competition website, in the public case register under case number M.11830.