Exhibit
4.5


	
  

  	
  

  



 


 


JOINT
PRESS RELEASE


EFFECTS
OF FULFILLING ANTITRUST AUTHORITY’S MEASURES ON NET

INCOME FORECASTED IN THE MERGER DOCUMENT


Milano, Torino, 29th December 2006 – Upon CONSOB’s request,
this communication clarifies the effects of fulfilling Italian Competition
Authority’s measures on net income forecasted in the Informational Document
regarding the merger by incorporation of Sanpaolo IMI S.p.A. with and into
Banca Intesa S.p.A., published on 17th November 2006.


With a measure of 20th December 2006,
the Competition and Market Authority (“A.G.C.M.”) has authorised the merger by
incorporation of Sanpaolo IMI S.p.A. with and into Banca Intesa S.p.A.,
conditionally to carrying out the commitments assumed by Banca Intesa inasmuch
as it is the surviving company, which are summarised here:


a)         disposal of 197 branches,
through transparent and non-discriminatory procedures, to one or more third
parties that are independent and non-shareholders;


b)        cession to Crédit
Agricole, by 12th October 2007, of the networks of Cariparma and
Friuladria, for a total of 452 branches, in addition to a group of other
branches (193) and of Po Vita;


c)         non-opening, for a period
of two years, of new branches, in 19 Provinces;


d)        dissolution of the joint
venture with CAAM s.g.r. and the relevant distribution agreement;


e)         disposal to independent
third-party subjects of a business consisting of an organised complex of
activities and structures directed toward the production and management of
Branch I, III and V life insurance policies, represented by 1,133 branches of: i)
the savings banks controlled by Intesa Casse del Centro, ii) Sanpaolo Banco di
Napoli and iii) other branches of Banca Intesa operating in the same
geographical areas; the distribution capacity of the third-party subject will
be guaranteed through an exclusive agreement with said business that will have
a duration of no less than six years, tacitly renewable for a further three
years, save for notice to quit
on the part of the purchaser;


f)           abstention from the distribution
of Branch I, III and V life insurance policies produced by i) Intesa Vita
and/or Generali through bank branches headed by Gruppo Sanpaolo IMI prior to
merger and ii) Eurizon Vita through bank branches headed, on the same date, by
Gruppo Banca Intesa;


g)        adoption
of suitable measures so that the members of the Supervisory Board and the
Management Board of the New Bank expressed by Generali, or in any case having
direct or indirect personal ties to Generali, do not participate in the
discussion or vote on resolutions that have as their direct object the business
strategy of Eurizon and its subsidiaries in the production and/or distribution
of Branch I, III and V life insurance policies, and do not influence the
business strategies of these companies in any way.


Having said that, it is observed, as already specified
in the Informational Document (p. 55), that the merger does not entail
variations in the main type of business of the two Groups.


The implementation of the
prescriptions contained in the above-mentioned Measure does not cause any
repercussion as regards this profile, nor does it alter the objectives of the
merger, as outlined in section 2.2. of the Informational Document.


In Chapter 3 of the
Informational Document, indications have been furnished about the significant
effects of the merger, specifying that the Business Plan of the New Group will
be prepared within the first six months of 2007.


On the basis of a
projection of the pluriannual Business Plans approved by the Boards of
Directors of the two banks, integrated by a preliminary estimate of the
possible cost and revenue synergies deriving from the merger, a set of targets
have been indicated in the Informational Document (p. 55), to be achieved in
2009, which is the year foreseen for the conclusion of the new Business Plan
and the envisaged full unfolding of the effects of the integration.










 



In preparing these
projections, a set of assumptions and hypotheses were employed, among which an “estimate
of the economic/financial projections concerning the asset disposal to Crédit
Agricole”. In so doing, the effects of the agreement signed by Banca Intesa and
Crédit Agricole on 11th October 2006 therefore had already been taken
into account, which agreement the A.G.C.M. has judged favourably as being a
suitable measure for overcoming the competitive risks tied to the increase in
the market shares that will be brought about as a consequence of the merger.


As concerns any effects of the other measures prescribed by the A.G.C.M
on the forward-looking indications contained in the Informational Document, it
is clarified that:


a)         the disposal of an
additional 197 branches has a marginal economic impact on the New Group, taking
into account the proceeds from said disposal, which will be able to be invested
in operational activities of the New Group, or the financial yield of the
liquidity obtained;


b)        the stand-alone plans do not provide for openings of branches in the
19 Provinces for which the freeze has been introduced;


c)         the dissolution of the
joint venture with CAAM s.g.r. and the relevant distribution agreement will not
alter the commission flow foreseen on the part of the distribution networks and
any cash outlay would be offset by the profitability of the company;


d)        the disposal to
independent third-party subjects of a business consisting of an organised
complex of activities and structures directed toward the production and
management of Branch I, III and V life insurance policies, represented by 1,133
branches, will not alter the commission flow foreseen on the part of the
distribution networks;


e)         the
abstention from the distribution of Branch I, III and V life insurance policies
produced by i) Intesa Vita and/or by Generali through the bank branches headed
by Gruppo Sanpaolo IMI prior to the merger and ii) Eurizon Vita through the
bank branches headed by Gruppo Banca Intesa on the same date, is coherent with
the methodology adopted for the calculation of the economic and financial
projections, inasmuch as in the stand-alone projections of the two Groups
cross-distribution was not foreseen, nor had synergies between the two
distribution factories been assumed.


Having taken all these
elements into account, it is deemed appropriate to confirm the
economic/financial targets previously announced and, in particular, the overall
objective of achieving a 2009 net income of approximately €7 billion, indicated
in Chapter 3 of the Informational Document.


As
regards this confirmation, please note that an integration to the Informational
Document and an attached updating of the Report by the Reconta Ernst &
Young independent audit firm on the forward-looking data - already attached to
the Informational Document published on 17th November 2006 - were notified to Consob and
Borsa Italiana S.p.A. and are available for the public at the Registered office
of both Banca Intesa S.p.A. in Milano, Piazza Paolo Ferrari, 10 and Sanpaolo
IMI S.p.A. in Torino, Piazza San Carlo 156, as well as on the two Companies’
website, www.bancaintesa.it and www.grupposanpaoloimi.com (and as of 1st January 2007 on Intesa Sanpaolo’s website www.intesasanpaolo.com).


The Banca Intesa securities referred to herein that will be
issued in connection with the merger described herein have not been, and are
not intended to be, registered under the U.S. Securities Act of 1933 (the “Securities
Act”) and may not be offered or sold, directly or indirectly, into the United
States except pursuant to an applicable exemption. The Banca Intesa securities
will be made available within the United States in connection with the merger
pursuant to an exemption from the registration requirements of the Securities
Act.


The merger described herein relates to the securities of two
foreign (non-U.S.) companies and is subject to disclosure requirements of a
foreign country that are different from those of the United States.  Financial statements included in the
document, if any, have been prepared in accordance with foreign accounting
standards that may not be comparable to the financial statements of United
States companies.


It may be difficult for you to enforce your rights and any
claim you may have arising under U.S. federal securities laws, since Banca
Intesa and Sanpaolo IMI are located in Italy, and some or all of their officers
and directors may be residents of Italy or other foreign countries. You may not
be able to sue a foreign company or its officers or directors in a foreign
court for violations of the U.S. securities laws. It may be difficult to compel
a foreign company and its affiliates to subject themselves to a U.S. court’s
judgment.



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You should be aware
that Banca Intesa may purchase securities of Sanpaolo IMI otherwise than in the
merger, such as in open market or privately negotiated purchases.


You should be aware that Sanpaolo IMI may purchase
securities of Banca Intesa otherwise than in the merger, such as in open market
or privately negotiated purchases.


FORWARD-LOOKING STATEMENTS


This
communication contains forward-looking information and statements about
Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. and their combined businesses after
completion of the merger. Forward-looking statements are statements that are
not historical facts.  These statements include financial projections and
estimates and their underlying assumptions, statements regarding plans,
objectives and expectations with respect to future operations, products and
services, and statements regarding future performance.  Forward-looking
statements are generally identified by the words “expects,” “anticipates,” “believes,”
“intends,” “estimates” and similar expressions. Although the managements of
Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. believe that the expectations
reflected in such forward-looking statements are reasonable, investors and
holders of Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. shares are cautioned
that forward-looking information and statements are subject to various risks
and uncertainties, many of which are difficult to predict and generally beyond
the control of Sanpaolo IMI S.p.A. and Banca Intesa S.p.A., that could cause
actual results and developments to differ materially from those expressed in, or
implied or projected by, the forward-looking information and statements. 
These risks and uncertainties include those discussed or identified in the
public documents sent by Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. to CONSOB
and under “Risk Factors” in the annual report on Form 20-F for the year ended
December 31, 2005 filed by Sanpaolo IMI S.p.A. with the SEC on June 29,
2006.  Except as required by applicable law, neither Sanpaolo IMI S.p.A.
nor Banca Intesa S.p.A. undertakes any obligation to update any forward-looking
information or statements.


 


	
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