Tender Offer Acceptance Waterfall vs. Legal Hurdles
Takeover FeasiblePrudential Capital Impact (CET1) Basel III / SREP
| Component | Metric | Impact |
|---|
Consolidation & Synergy Economics P&L Accretion
| Driver | Base / Run-rate | Valuation / Year |
|---|
Regulatory Methodology, Squeeze-Out Jurisprudence & Sources ▾
European Takeover Directive & Statutory Thresholds
Under EU Directive 2004/25/EC and local transpose laws (e.g., Italian Consolidated Law on Finance / TUF Art. 108–111), securing 90% or 95% of voting share capital entitles the bidder to squeeze out minorities (sell-out & squeeze-out right).
Between 50% and 66.7%, the acquirer attains statutory ordinary control (board appointment, ordinary dividends), but blocking minorities exceeding 33.4% can veto extraordinary corporate restructuring, mergers by incorporation, and share capital increases.
ECB Supervisory Capital Rules (CRR / CRD V)
Bank consolidation incurs strict prudential capital charges: purchase price premium over tangible net book value is booked as goodwill and immediately deducted 100% from Common Equity Tier 1 (CET1) capital.
Furthermore, non-performing exposures and credit fair-value adjustments reduce acquisition-date capital, requiring sufficient post-deal CET1 buffer above Pillar 2 requirements and Capital Conservation Buffers (typically 10.5%–11.0% minimum).