The decisive day has arrived banking risk. Today, Thursday, September 10th Intesa Sanpaolo will reunite at the New Management Centre in Turin the extraordinary meeting to ask its shareholders for the green light to the capital increase needed to finance the maxi takeover bid of over 30 billion launched in June on Monte dei Paschi.
The appointment is one of those that count, even if the outcome is taken for grantedShareholders are expected to approve the transaction with a fairly large majority. According to initial projections, with a turnout of around 60-65% of the capital, the favorable vote could exceed 90%. The president of Ca'de Sass is also optimistic. Gian Maria Gros-Pietro, Speaking at the weekend on the sidelines of the Ambrosetti Forum, he anticipated "broad support from our shareholders." "The proxy advisors also gave their positive opinion," Gros-Pietro recalled, emphasizing that for shareholders, there will be "all the positive effects we've seen in previous mergers," he concluded, referring to the acquisition of Ubi Banca. So, why not? Especially since, if the offer is successful, the 13,3% of Generali in the hands of MPS-Mediobanca, bringing Intesa's share of the Lion to over 16%.
Intesa Sanpaolo: details of the takeover bid and the numbers of the new bank
The takeover bid values the shares of the Sienese bank at 10,091 euros each and is structured with a consideration in shares of 1,6 shares of Intesa Sanpaolo has always been cash component of one euro for each Monte dei Paschi share, with a premium of 12,5% compared to the official price of Monte dei Paschi on the stock exchange on June 5th. Even now, despite the rise of the MPS share which has tried to align itself with the values put on the table by Ca' de Sass, the offer remains at a premium.
The goal is ambitious: to create the second largest bank in the Eurozone by capitalization behind Spain's Santander, simultaneously consolidating the two groups' main business areas, specifically: "Wealth Management, Protection & Advisory, Corporate & Investment Banking, Retail & Commercial Banking, and Consumer Finance," the bank emphasized in one of its written responses to shareholders published a few days before the meeting.
The new entity will reach approximately 27 million customers, It will be able to count on a network of approximately 3 branches, managing 1.700 billion in financial assets.
The agreement with Unipol-Bper on branches and reassurances regarding "Siena"
Intesa is, by itself, a huge bank. That's why there are several critical issues to be resolved on the Antitrust front, from number of branches that the new group would find in its belly.
Precisely to find a solution to this problem, Intesa immediately entered into a agreement with Unipol that, once the operation is concluded, will acquire 635 MPS branches and will "pass them on" to the subsidiary Bper. A move that has alarmed both the Tuscan authorities and the Prime Minister herself, who in an interview with Milan Finance, He once again abdicated the government's neutrality, hoping that the name and identity of the Monte will not be erased. From here the reassurances arrived, this time through an interview on Sun 24 Hours, from the president of Unipol, Carlo Cimbri. "MPS is the oldest bank, renowned worldwide. For this reason, not because I like it better than BPER, it will be the lead bank," he said, confirming that the headquarters will remain in Rocca Salimbeni and that the "Siena" part will remain alongside the "Monte dei Paschi" part in the bank's name, contrary to what was originally planned.
Intesa will not interfere with Generali
"There are no agreements, understandings or convergences "of interests between Intesa Sanpaolo and the Unipol/Bper group, or any other shareholder, concerning the stakes in Assicurazioni Generali," Intesa Sanpaolo responded to a shareholder who, ahead of Thursday's meeting on the MPS takeover bid, pointed out that, in his opinion, if the operation were successful, "by adding together the shareholdings attributable to the Intesa Sanpaolo group (direct and indirect), the Unipol/Bper group, and the Caltagirone group, the overall influence over the capital of Assicurazioni Generali could be such as to guarantee, de facto, control of the company," asking whether there were any agreements regarding the stakes in Leone between Intesa and the Unipol group.
Intesa then reiterates several times that the Generali share which would be purchased through Mediobanca will be “maintained in continuity with the current accounting treatment adopted by Mediobanca according to the equity method, as non-controlling equity investments without interference in the governance of Generali”.
Estimates: 61 billion in dividends and 2,9 billion in synergies expected
In the replies provided to shareholders, Intesa Sanpaolo confirmed that, in the event of a successful outcome of the operation, it expects to reach its target by 2029. overall synergies of approximately 2,9 billion euros (pre-tax, per year), of which €1,5 billion in cost synergies and €1,4 billion in revenue synergies, while one-off integration costs are estimated at €2,1 billion (pre-tax). Sixty percent of these synergies are expected to be achieved as early as 2028.
The operation should also lead to the growth in earnings per share and a dividend per share of approximately 8% in 2029. The overall distribution for the period 2025-2029 is expected to rise to approximately 61 billion, a figure that represents an increase of approximately 11 billion compared to the approximately 50 billion of Intesa's 2026-2029 Business Plan in a stand-alone perspective, with a confirmation of the ordinary distribution policy (75% cash dividends and 20% share buy-back for each year of the four-year period 2026-2029) and 2,7 billion in extraordinary distributions cash for the two-year period 2026-2027.
In view of the subsequent sale of part of the MPS assets to Unipol, Ca'de Sass then notes that "the greater profitability of the perimeter retained by Intesa Sanpaolo derives both from the fact that the sale of the banking perimeter to Unipol also includes the majority of the central structures (necessary for the entity destined for Unipol to be able to operate as an autonomous and independent bank) and the related costs, and from the fact that some of the most profitable segments, such as the wealth management and consumer credit activities attributable to Mediobanca, are not included in the perimeter subject to the sale”.
Supporting funds and foundations
If the projections are met, the mandate will be approved by a sort of plebiscite. In addition to receiving the endorsement of the proxies, who recommended voting in favor of the increase, the estimates provided by Intesa seem to have convinced both the large funds led by BlackRock (5,1%), Vanguard (3,6%) and Amundi (1,7%) that large foundations such as Compagnia di San Paolo (6,48%) a Cariplo (5,4%), who could vote Yes en bloc.
The next steps
Once the increase has been approved by the assembly, Intesa will be able to focus on the dozens of authorizations necessary to carry out the operation. Around forty will be needed, starting with those of the ECB, IVASS, Antitrust, and Golden Power.
According to the forecasts of the bank led by Carlo Messina, once the process is concluded, the offer could start in November, a few weeks after another key appointment: theMPS meeting On October 29th, the Italian government will have to approve the dual takeover of Banco BPM and Banca Generali, announced by CEO Luigi Lovaglio at the end of August. And while the vote by Intesa shareholders seems a given, predicting the vote by MPS shareholders seems like a lottery.
Meanwhile, a board meeting is scheduled for today, Tuesday, September 8, for Gianluca Brancadoro and Alessandro Caltagirone to replace Carlo Vivaldi and Fabrizio Palermo, following approval from the ECB.
(Last updated Thursday, September 10, at 12:05 AM)
