Ahead of the meeting on October 29, the CEO of Monte dei Paschi Louis Lovaglio shuffles the cards once again and opens up to a possible intervention by Unicredit in the banking game involving not only MPS and Intesa Sanpaolo, but also Banca Generali, Banco BPM, and Generali. Interviewed by Bloomberg TV, The manager addressed rumors regarding a possible interest from the group led by Andrea Orcel in the assets that could be sold as part of the dual takeover bid for Banca Generali and Banco BPM. "It's an option," Lovaglio responded, specifying however that he hasn't had any discussions with UniCredit, which is pursuing a "wait-and-see" strategy in the Italian market. After the meeting "the situation may evolve", he added.
Lovaglio: "The vote in the assembly is not a referendum on offers."
The vote of the extraordinary meeting of MPS in favor of the two takeover bids on Banco BPM and Banca Generali "it's not a referendum" between the proposal from Siena and the takeover bid by Intesa Sanpaolo, said the CEO of Rocca Salimbeni, according to whom the double operation launched in August "offers our shareholders the opportunity to have an alternative to the takeover bid and allows us to exercise a competitive pressure on prices and to pursue what we believe to be our objective of generating the greatest value for our shareholders,” Lovaglio said in an interview in London by BloombergTV. The head of MPS then responded to a question about rumours regarding a possible new aggressive move by Intesa before the meeting on 29 October. “There are rumours on the market about this – he stated – for me it is difficult for it to happen, what is obvious is that they should review the price".
On the possible evaluations by Delfin and Caltagirone shareholders, the Lucanian banker explained: “I believe they can recognise the value” of the two takeover bids, “we have to see how the situation evolves”, while regarding the Government position, a shareholder with 4,8% of the capital, the CEO recalled that the Executive has stated that it will have a neutral position and “The important thing is that they do not want to interfere with the market,” he observed.
Shareholder Report: Information on Banco BPM
Meanwhile, a month after the meeting, Ps published the board of directors' report, approved by a majority vote, on the three agenda items: the dual offer for Banco BPM and Banca Generali and the merger with Mediobanca. In the report, Rocca Salimbeni also references Intesa's offer, reiterating that "in the bank's opinion," if the Ca' de Sass bid were to be successful, this would not result in "the lapse, ineffectiveness, or right to revoke the offers."
Going into the details of the takeover bid launched on Banco Bpm, Monte reiterates that the aggregation does not involve branch closures, with the exception of "any interventions requested as a result of antitrust assessments which are deemed limited", nor impact on employees of the Milanese bank. Furthermore, it cannot be ruled out that the shares of the bank in Piazza Meda remain listed on Piazza Affari. The The bank led by Lovaglio "will be committed to evaluating governance solutions that reflect the contributions, skills, and specificities of the various entities, ensuring an appropriate balance in managing the integration process and in the main decision-making processes of the group resulting from the merger."
At the meeting, MPS will ask shareholders to vote on a proxy to the board of directors for the capital increase to serve the offer on BPM (which may be approved by the Board of Directors by 31 December 2027), even in one or more tranches and in divisible forms, for a maximum amount of 14,05 billion, plus any share premium, and a maximum of 2.374.290.392 newly issued MPS shares.
Information on Banca Generali
Different approach on BGeneral hipwith which MPS aims to strengthen "the hub of Wealth Management of the group”. With the acquisition of the institute controlled by Generali, Monte dei Paschi would have at its disposal “approximately 2.500 financial advisors, 117 billion euros of total financial assets and proprietary Asset Management capabilities, combined with high-quality investment, insurance and protection solutions". "The operation – explains the board of directors – has an add-on logic, aimed at protecting the complete business autonomy of Banca Generali and in particular of the network of financial advisors, a distinctive element of the franchise. Consequently, no rationalization intervention is foreseen of consultancy networks”.
The board of directors' report adds that on a pro forma basis as of December 31, 2025, the combination of the MPS group with Banca Generali alone would have total assets of €260 billion, customer loans of €146 billion, direct funding of €182 billion, and total financial assets of €433 billion. MPS writes that if the offer were accepted by all shareholders, Generali would hold 9,9% of the share capital of MPS (6,4% if the offer for BPM were also successful with 100% acceptances).
Generali and Mediobanca
Another sensitive topic is the acquisition of the package equal to 13,3% of the share capital of Generali held by Mediobanca by Banca MPS which, according to the bank, is not conditioned by the outcome of the two takeover bids for BPM and Banca Generali and therefore will be completed regardless of the outcome of the two operations. The report explains that following the extraordinary dividend which will be paid to the shareholders, the residual investment in Generali, equal to approximately 8,8% of the share capital, would continue to be valued in the group's consolidated financial statements using the equity method.
Finally, speaking of Mediobanca, Monte dei Paschi informs that theand splits that characterize the merger between MPS and Mediobanca will be "prudentially" submitted to a vote at the Siena bank's shareholders' meeting on October 29th in compliance with the passivity rule that came into force after the launch of the Intesa Sanpaolo takeover bid. The document therefore reveals that the Golden Power authorization is still missing by the Presidency of the Council on the date of publication (29 September) of the report and highlights that the merger itself, however, will not be submitted to a vote of the shareholders "since its completion represents a condition of effectiveness of the public purchase and exchange offer promoted by Intesa and, therefore, does not constitute an act or operation capable of hindering the achievement of the objectives of the offer itself".
Intesa Sanpaolo: 75% of authorizations for its MPS offering have already been received from abroad.
Meanwhile, on the other front, everything seems to be proceeding at full speed. At least for now, the authorization process is proceeding smoothly. abroad for Intesa Sanpaolo's bid for Siena. The proceedings involve approximately thirty countries where Montepaschi, Mediobanca, and Generali companies operate.
The authorizations from the various authorities abroad are approximately 46 and, to date, the group led by Carlo Messina has received unconditional approval for over 75% of the requests madeThis is not a simple procedure given the complexity of the various jurisdictions. Abroad, it should be noted, the European Commission, antitrust authorities, and other equivalent authorities have all given their unconditional approval without any requirements.
The completion of the authorization process outside national borders is expected in the next few weeks, that is, before the arrival the decision of the ECB, expected between mid and late October. In Italy, then, the fronts remain open with the Antitrust whose decision should arrive by the end of November and that of the golden power following.
