Italian lender Banco BPM on Tuesday said the unexpected takeover offer by domestic rival UniCredit does not reflect its profitability.

The 10 billion-euro ($10.52 billion) bid presented by UniCredit on Monday was not previously agreed and was delivered on “unusual” terms, the Banco BPM board of directors said in a CNBC-translated statement.

It also fails to reflect Banco BPM’s profitability and potential for further value creation, the board added, flagging that the brisk timeline of a potential merger — expected “in the shortest time possible” — would damage the lender’s legal autonomy.

The Banco BPM bid comes two months after Unicredit, Italy’s second-largest bank, set sights on a possible takeover of Germany’s Commerzbank.

Banco BPM’s board said Unicredit’s offer exposes its stakeholders to these expansion plans in Germany, which represent a “significant dilution of the present geographical exposure, instead of an attractive concentration of Banco BPM in the most dynamic regions of the country and of the Euro zone.”

CNBC has reached out to UniCredit for comment.

On Monday, the bank offered to pay 6.657 euros for each share of Banco BPM — marking only a slight premium on Friday’s close price of 6.644 euros — as part of an all-stock deal.

This breaking news story is being updated.