eur-lex.europa.eu/legal-content/en/ALL/?uri=CELEX:32004R0139">EU Merger Regulation ('EUMR'), the proposed acquisition of Banco BPM S.p.A ('BPM') by UniCredit S.p.A. ('UniCredit'). Today's approval by the Commission of the merger is conditional upon full compliance with the commitments offered by UniCredit to address the Commission's concerns related to the level of competition in the Italian banking sector. In parallel, the Commission has rejected a request from the Italian competition authority to refer the merger to it for assessment under Italian competition law.
The Commission's investigation
UniCredit and BPM both provide corporate banking services to 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, as well as in Central and Eastern Europe. BPM operates mainly in Italy.
The Commission's investigation found that:
- At local level, the proposed transaction would raise competition concerns in the markets for deposits and loans for both retail consumers and SMEs 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 have gained excessive market power, potentially leading to higher prices and reduced competition in those areas.
- At the regional level, the proposed transaction would conversely not raise competition concerns for LCCs banking services, as several other well-established competitors would remain active in the market following the transaction.
- Further, the transaction does not raise concerns regarding possible risks of coordination in the Italian banking market, due to (i) the market's fragmented and competitive nature; (ii) low transparency in consumer pricing; and (iii) limited monitoring by competitors of their respective market behaviour both at the regional and provincial level.
The proposed remedies
To address the Commission's competition concerns, UniCredit has committed to divest 209 physical branches located in problematic overlap 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 banking. This is because following 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 to it 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 in application of 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 of crucial importance for the economic development of the Capital Market Union and Savings and Investment Union. Moreover, the Commission is well placed to deal with the transaction as it has developed significant expertise in analysing 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 in 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 24 April 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.
