These are hectic hours between Rocca Salimbeni and Piazza Meda. With the air conditioners turned on to cool off from the fourth heat wave and keep their minds fresh, managers, advisors, and technicians are all at their desks. The work is intense and frenetic. The goal? To develop a proposal that can beat the competition. the 30,6 billion takeover bid launched by Intesa Sanpaolo on MPS, allowing Siena to escape the stranglehold created by CEO Carlo Messina, expected today at the presentation of the accounts for the first semester of Ca'de Sass.
The good intentions of Banco Bpm and Mps For now, they don't seem to be enough, because the announcement times are already slipping forward. And yet time could be one of the deciding factors for the success of an operation that faces more than one obstacle.
Luigi Lovaglio and Giuseppe Castagna, the leaders of Monte dei Paschi and the former Popolare di Milano, are reportedly working in tandem, in a sort of dress rehearsal for what will happen when, if their operation goes well, they become, respectively, chairman and CEO of the new entity. Or at least that's the plan.
But the future is far away and the present looms. The duo must first construct a convincing countermove that balances the a wedding between equals who are not equals, considering the 12 billion in capitalization that separates the Bank from Monte on the Stock Exchange. Then – given that there is the passivity rule – must take this proposal and bring it before the respective AssemblyLovaglio will have to deal with the unpredictable Sienese partners, Castagna with the strong partner Crédit Agricole. All this keeping in mind that September 10th has already been set. the Intesa assembly called to approve the capital increase to service the takeover bid on MPS and that, in any case, the CEO of Messina aims to close the deal by the end of the year and to do so he could also play the wild card of the relaunchIn short, it's a daunting undertaking, even if the last year has seen more than a few dramatic changes for the Italian banking sector.
MPS-Banco BPM: Extraordinary dividend hypothesis emerges.
MPS has a market capitalization of 35,82 billion euros, Banco BPM 23,76 billion. It is difficult to talk about this under these conditions. merger of equals although the intention of the top management of both banks still seems to be to carry out the now famous merger between equals that Castagna had proposed at the beginning of June. A countermove that would succeed in preserving the independence and integrity of MPS, without dismembering it, and in parallel creating the third largest Italian banking group alongside Intesa and Unicredit.
And it is precisely to reshape the balances that, according to Bloomberg, a way is reportedly being sought to leave shareholders with an ownership stake that reflects the current valuations of the two banks. The most likely option currently, also useful for competing with the €3 billion in cash put on the table by Intesa, would be to add to the deal a cash component in the form of extraordinary dividend to be distributed to MPS shareholders before the merger. Where would the money come from? 3-4 billion in excess capital that MPS has at its disposal. However, the 13,3% of Generali At the heart of Mediobanca, which, according to numerous rumors, Lovaglio wanted to sell. It would be too complicated, especially politically, to make the market, shareholders, and the government swallow such a move, not to mention the usual passivity rule hanging over Siena due to Intesa's offer.
MPS-Banco BPM: Counterproposal Deadlines Postponed
The structure of such a complex integration, especially with a generous cash component, cannot be built in a day. Until two days ago, Lovaglio and Castagna seemed to intend to present their merger proposal to the market as early as this weekend. Subsequently, the idea of scheduling the two boards of directors to meet at the half-yearly results currently scheduled for August 5th (Banco BPM) and 6th (MPS) for a joint announcement was also circulated. However, the operation under consideration is becoming more complicated every day and It may take a few weeks before arriving at a definitive proposal. The problem is that time is running out If they want to beat Intesa, which is already well ahead. While it's true that extraordinary board meetings can be convened up to 24 hours in advance, it's equally true that the passivity rule requires the two banks to hold their respective extraordinary meetings, which must be convened within 30 days of the boards' approval. This would bring them closer to September 10, the date Intesa's meeting is already scheduled. The timeframes of the various authorities, starting with the ECB, which will have to express their opinions on the transaction, must also be taken into consideration.
The shareholders' meeting stumbling block and the unpredictability of MPS shareholders
But the list of obstacles is long and also includes the assembly of Monte dei Paschi which in the recent past has reserved more than one surprise for the market, starting with the reappointment of Lovaglio, previously dismissed from the board of directors.
The manager was able to open it mainly thanks to the support of Dolphin, the first shareholder of Monte with 17,5% of the capital, and of Bpm bank (3,7%). This time, however, Piazza Meda, being a party to the dispute, will not be able to vote, while the top management of the Del Vecchio family's holding company would welcome Intesa's offer due to the benefits it could generate on the value of the stake. The opinion of the shareholders would also be similar. large funds present in the capital of MPS, while considering the recent disagreements between Lovaglio and Francesco Gaetano Caltagirone, the latter's adhesion with its 13,5% stake in Siena to Ca' de Sass's offer is taken for granted by many.
In short, the road ahead for Lovaglio is uphill, with a gradient worthy of Alpe d'Huez. But, as history teaches, it wouldn't be the first time the MPS boss has reserved a dramatic twist for the transfer market.
The Crédit Agricole obstacle
If Lovaglio has his work cut out for him, Castagna won't be able to sit idly by either. He needs to be convinced. the first shareholder is Crédit Agricole, which holds a stake of nearly 30% of the Bank. Therefore, compensation is needed, and quite substantial ones at that, for the French to accept the dilution that would arise with the creation of the new entity. There are several proposals on the table: the French could be given any branches to be sold to comply with antitrust regulations, not to mention that the agreements between MPS and AXA will expire in 2027 and this front too, Generali permitting, could be the subject of negotiations. Also on the table would be the control of one of Agos or Anima.
Talks between the parties are said to already be underway and in Rome the ears are pricked: both because, if the operation succeeds, the French will own between 10 and 15% of the now famous third pole, and because Anima, which holds a large portion of Italian savings, was one of the four reasons that prompted the government to impose the golden power on Unicredit's bid for Banco. "Not at Piazza Gae Aulenti, but yes at Banque Verte?" will be the question many will ask if the government remains silent.
The unknown Milan Prosecutor's Office
Finally, there is one last unknown factor weighing on the operation. Although nothing more has been heard about it in recent months, it remains open. the investigation by the Milan Prosecutor's Office that sees Lovaglio investigated as an "external competitor" in the alleged concert organized according to the prosecutors by the president of Delfin, Francesco Milleri, and the Roman entrepreneur, Francesco Gaetano Caltagirone, in relation to the MPS-Mediobanca takeover. Further developments in the investigation could come in the fall., when the second phase of the Italian banking game could reach its climax.
