Il Italian banking risk reignites within a few hours. After the Banco BPM's friendly proposal to Monte dei Paschi for a merger on equal terms, Intesa Sanpaolo the scenario changes completely and launches a voluntary public purchase and exchange offer for MPSA significant move, approved by the board of directors on the evening of Sunday, June 7, and announced to the market on the morning of Monday, June 8, which directly brings Italy's leading bank into the race for control of the Siena-based bank and, indirectly, of the MPS-Mediobanca-Generali complex.
Intesa's offer is valid up to 30,6 billion euros in case of full membershipFor each MPS share tendered, the consideration includes 1,6 ordinary shares Intesa Sanpaolo's newly issued shares have a cash component of one euro. At the official prices of June 5, the proposal values MPS at 10,091 euros per share, with a 12,5% bonus compared to the last closing of the Monte dei Paschi stock exchange, by 17,4% compared to the weighted average price of the last three months and by 18,7% compared to the six-month average.
The proposal comes less than twenty-four hours after Banco BPM's initiative, which had submitted a merger plan to the MPS board, without however specifying detailed financial conditions. Thus, what seemed like a two-horse race between Siena and Piazza Meda has turned into a much broader challenge, with Intesa Sanpaolo is ready to reshape the balance of Italian credit. and European.
Intesa Sanpaolo's takeover bid for MPS: a European-level operation
Intesa Sanpaolo presented the takeover bid as a response to the need for consolidation of the European banking system. The bank led by Carlo Messina links the operation to the creating dimensional samples Capable of supporting investments in technology, innovation, and competitiveness. The goal is to strengthen its position in the European banking sector, while consolidating its domestic presence and its role as Italy's leading bank with local roots.
If the offer goes through, the resulting group would become the second largest listed banking group in the Eurozone by market capitalization, with an indicative value of around 126 billion euros. The strategic center of gravity would be Wealth Management, Protection & Advisory, with approximately 1.700 billion in client financial assets at the start and the goal of reaching approximately 2.000 billion by 2029. The new perimeter would have over 27 million customers, of which approximately 20 million in Italy, and a consultancy network of approximately 21.000 dedicated people.
The bank also emphasizes the role of technology. Integration is described as seamless, thanks in part to the isytech cloud-native digital platform.
MPS, Mediobanca, and the Generali issue
The real strategic heart of the game is not only MPS. Through Siena, Intesa would also indirectly enter the Mediobanca dossier, after Monte dei Paschi reached an 86,348% stake in Piazzetta Cuccia. If the merger between MPS and Mediobanca is not completed before the completion of the offer, Intesa could be called upon to to promote a subsequent mandatory offer on Mediobanca shares not yet held by MPS. If the merger were to go through, the perimeter MPS-Mediobanca would be incorporated directly into the operation.
This is the step that brings the challenge to GeneraliMediobanca holds a significant stake in the insurance company and Intesa clarifies that this stake would be maintained as non-controlling equity investment, without interfering in the governance of the Lion of Trieste. The bank specifies that the stake in Assicurazioni Generali represents only a financial investment.
In the same context, however, the board of directors of Intesa also approved thepurchase of a stake equal to 3,01% of the share capital of Generali and the signing of a derivative hedging contract with a leading financial counterparty. The transaction is considered temporary and purely financial in nature, designed to ensure that, should the takeover bid be successful, Intesa can maintain the accounting treatment currently reserved for Mediobanca's stake in Generali under the equity method.
Intesa's takeover bid for MPS: the agreement with Unipol and the antitrust dossier
To address potential competitive issues in advance, Intesa has signed a binding agreement with Unipol AssicurazioniThe agreement provides, after the completion of the transaction and under certain conditions, the sale to Unipol of a banking legal entity including the MPS brand, approximately 635 branches of the Sienese bank and most of the central structures necessary to operate as an independent bank (this will be the birth of Mps BankThe cash consideration is estimated between 3 and 3,5 billion euros.
Intesa would instead keep Mediobanca and its brand, approximately 625 MPS branches and a limited portion of the Siena-based bank's central offices. Overall, the unsold assets would represent approximately 80% of MPS and Mediobanca's 2025 net profit. The rationale behind the deal is clearly industrial and aims to proactively manage antitrust issues, preventing the size of the operation from derailing the authorization process.
The project includes the completion by December 2026, but first it will have to go through a lengthy process. The offer document will be submitted to Consob, and requests will be sent to the competent authorities, including the Bank of Italy, the ECB, IVASS, the Antitrust Authority, Golden Power, and other relevant supervisory authorities. Only at the end of this process will Consob's final approval be forthcoming.
Intesa's takeover bid for MPS: synergies and expected dividends
Intesa estimate from the operation annual pre-tax synergies of approximately €2,9 billion at full capacity in 2029Of this, approximately €1,5 billion would come from cost savings and approximately €1,4 billion from increased revenues, net of disynergies. Integration costs are estimated at approximately €2,1 billion pre-tax, equivalent to approximately €1,4 billion after taxes.
On the employment front, the bank foresees additional, exclusively voluntary exits For approximately 6.800 people, including approximately 5.000 from Intesa Sanpaolo, offset by approximately 6.800 new hires of young people by 2029, including approximately 2.700 as Global Advisors. The ratio indicated is one hire for every voluntary departure, with the aim of supporting generational turnover and accompanying the group's growth. The promises to shareholders are also ambitious.The group resulting from the operation aims at a net profit above 16 billion in 2029, compared to the more than €11,5 billion expected in Intesa Sanpaolo's 2026-2029 business plan. Return on equity is expected to exceed 20%, while the Common Equity Tier 1 ratio is expected to remain above 14% in 2029. The total distribution to shareholders for the period 2025-2029 is estimated at approximately €61 billion, compared to approximately €50 billion in the original plan, with an extraordinary cash distribution for 2026-2027 of €2,7 billion.
MPS: Board of Directors to evaluate both proposals
The Siena board of directors, which met this morning at 10 and concluded in the late afternoon, has taken note of the communication received from Banco BPM yesterday and the communication released by Intesa Sanpaolo today. The bank announced that it will proceed "in compliance with laws and regulations, to evaluate the unsolicited proposal for a potential business combination between the bank and Banco BPM," as well as "the voluntary public purchase and exchange offer (OPAS) launched by Intesa Sanpaolo, which has not been agreed upon." Rocca Salimbeni is assisted by UBS and BofA financial advisors, and by BonelliErede and White & Case as legal advisors.
The bank "confirms that all integration activities with Mediobanca are proceeding in line with what was announced", the same note also reads.
(Last updated: 5:10 PM on Monday, June 8).
