“All roads lead to Siena”, said the CEO of the Monte dei Paschi Luigi Lovaglio. It's hard to argue with him in hindsight. For the banks involved in the bank risk weeks – months – of fire are expected. It starts on Tuesday 16th with the Board of Directors of Banco Bpm , Unicredit's offer for Commerz has officially closed. (which however could be postponed to July 3rd) and will end at the end of the year, the deadline by which it should be closed the takeover bid launched by Intesa Sanpaolo on MPS. In between, anything could happen to further upset the situation.
Banco Bpm convenes its board of directors
After marriage proposal between equals - Or the "love letter", as Intesa's CEO defined it, Carlo Messina – forwarded last Sunday to Monte dei Paschi by Banco Bpm and the 30,6 billion euro offer launched a few hours later by Intesa Sanpaolo (supported by Unipol), On Tuesday 16 June, Banco Bpm will hold a board meeting. Officially, the meeting had been scheduled for some time. Unofficially, CEO Giuseppe Castagna and the Bank's directors will try to find (if any) possible countermoves The Intesa Sanpaolo takeover bid. Competing with a takeover bid that offers €3 billion in cash (plus 1,6 Intesa shares for every MPS-Mediobanca share) is unthinkable. Unless you're looking for... an outside help, a partnerr that can lend a hand in competing with the Italian banking giant, which has however already warned: if a counteroffer were to arrive from a competitor, Intesa "will remain in the race".
What is certain is that Piazza Meda is not yet ready to throw in the towel and to give up the dream of a third pole. Provided that in the meantime no other entities move, namely Unicredit or the main shareholder Crédit Agricole, and the Don't let Banco turn into prey again of banking risk.
June 22nd is MPS's turn
The following Monday the board of directors of Monte dei Pasch will meeti, which according to rumors could even be brought forward to next week. The board, led by Luigi Lovaglio, will have to evaluate both Intesa's takeover bid and Banco BPM's proposal before receiving official responses. The passivity rule taken on Monday due to the offer from Ca' de Sass limits defensive initiatives, But that doesn't stop the bank from exploring all its options. Even if the one through Piazza Meda seems to be a decidedly uphill battle. The passivity rule to which the Siena bank is subject means that, in order to be celebrated, marriages between equals would have to be approved by the extraordinary meetings of both banks. It is hard to believe that Siena's main shareholders, namely Delfin and Caltagirone, and the large funds would prefer the merger of equals proposed by the Bank in response to Intesa's premium offer, which the market also demonstrated its appreciation for in the trading sessions over the past week.
Intesa Sanpaolo's calendar
Meanwhile, the timetable for the offer that could reshape the structure of Italian finance has already been partially set. After the takeover bid announced last week, Intesa must file the offer document by the end of JuneThe law in fact grants a deadline of 20 calendar days from the date of the announcement, that is, from June 8th to 28th. By the end of the month, the bank led by Carlo Messina must also submit the necessary requests and communications to obtain The green light for the operation from the ECB, the Antitrust Authority and IVASS (for the part concerning the indirect acquisition of Generali). We then come to the 10 September, date on which it will be held the extraordinary meeting of the members called to deliberate on a capital increase from a maximum of 5,7 billion shares to service the offering. Two other important dossiers will need to be managed in parallel. On the one hand, relations with the Antitrust, with which Intesa will have to establish the exact number of branches to be sold to Unipol in order not to exceed the limits (635 transfers are currently planned). On the other hand, formal processes will have to be carried out in approximately 40 countries that will allow the Consob approves the publication of the prospectus by the end of October and to start the membership period by November. Intesa's goal is to close the takeover bid by the end of the year and sell the brand and branches to Unipol in the second half of 2027.
And Unicredit? The Commerzbank offer is nearing completion.
In this context, Unicredit is engaged abroad in the takeover of Commerzbank. The offer is accepted at 11,86%. of the capital, a stake that adds to the 26,77% already held by Piazza Gae Aulenti. Commerz's direct stake thus rises to 38,64%. Adding derivatives (+13,19%) and other physically settled instruments (+3,22%), the total comes to 55%. The offer will officially end on June 16th., but Unicredit has already made it clear that it wants to take advantage of the additional period: in all likelihood the closure will be postponed to July 3rd, the date by which Piazza Gae Aulenti could also set its sights on Commerz's qualified two-thirds majority to more firmly control the bank.
It's not a given that Andrea Orcel will decide to sit back and wait in Italy. The banker could, in fact, evaluate his market position in our country, perhaps precisely looking back in the direction of Banco Bpm after the acquisition attempt that failed last year due to government interference. Not to mention the 8,8% share of Generali which, if Intesa's offer for MPS were to be successful, could open the long-awaited cohabitation with Intesa Sanpaolo in the capital of the insurance companyMessina, moreover, has already shown signs of openness: "If Unicredit wants to propose a partnership and Donnet is happy, I won't oppose it. I don't have a negative attitude toward Generali and Unicredit; I'm interested in protecting stability. If others can carry out operations with synergies, so much the better," he told reporters on Monday.
