Banca Popolare di Lodi threatened to spoil another foreign bid for an Italian bank on Saturday when it joined a group of rebel BNL investors who are opposing a take-over by core shareholder BBVA. The furore offered yet another parallel with Dutch bank ABN Amro's bid for Banca Antonveneta, which has been fiercely fought by Pop Lodi and allies, many of them BNL rebels, turning international regulators' eyes on Italy. Banco Bilbao Vizcaya Argentaria which is offering about 6.4 billion euros ($8.1 billion) of stock to buy BNL demanded their rivals be excluded from the key shareholders meeting but Chairman Luigi Abete said they could still vote for a new board.
However, he said Pop Lodi and the so-called "counterpact" had broken rules set down by market regulator Consob, which could offer future grounds for BBVA to contest Saturday's votes.
ABN Amro appealed against the results of an Antonveneta shareholders meeting which gave Pop Lodi full control of the board in April, before Consob ruled the bank had a secret pact with other investors and forced it to launch a take-over itself.
A court suspended the Antonveneta vote on Saturday although Pop Lodi could still win back the board. At BNL, fireworks flew early in the day when Abete barred some investors from voting because of registration problems.
A legal source close to the counterpact said that if the decision to exclude some of Pop Lodi's shares and Banca Popolare dell'Emilia Romagna's entire 2 percent stake swayed the board vote in BBVA's favour, they could take legal action.
Analysts expect BBVA to win 8 out of the 15 board seats up for grabs but with the counterpact and Pop Lodi owning 29.9 percent, the decision could come down to the last vote.
Pop Lodi and the counterpact - mostly Roman real estate entrepreneurs - abstained from voting on BNL's 2004 accounts but 62.6 percent of shareholders present approved the books, a comfortable win for the management, the board and BBVA.
With Pop Lodi, the real estate entrepreneurs and other investors including insurer Unipol in both BNL and Antonveneta, investors have wondered if there is a secret Italian plan for the banks.
"At this stage you have to wonder if (Bank of Italy Governor Antonio) Fazio isn't working behind the scenes to get the two to merge together," said one fund manager who declined to be named.