Messina, Intesa Sanpaolo: "We don't want to acquire or manage Generali." Banco BPM? "Yours isn't an offer."

We don't want to acquire Generali, we don't want to interfere in the management of Generali, the share in Generali for us it is a shareholding and "nothing more." In the aftermath of his grand entrance into the banking game, a move expected for almost two years, the CEO of Intesa Sanpaolo Carlo Messina makes his intentions clear. And he does so during a conference call with analysts called to explain the rationale of the30,6 billion euro takeover bid launched on Sunday evening at Monte dei Paschi and defined as "a great strategic opportunity, which will boost further growth and accelerate the implementation of our plan without any integration risk." During the call, the manager underlined that the operation will allow "to create a two trillion dollar wealth management bank" and which "positions Intesa for an even stronger future." "We have demonstrated our ability to aggregate other banks, and we have done so with the Venetian banks and with UBI. This transaction with MPS allows us to grow further. This integration has zero risks“, Messina stated confidently.

Meanwhile, after a board meeting that lasted almost two hours, the Siena board took note of the offers and made it known that will proceed to evaluate both proposalsMPS also confirmed that all integration activities with Mediobanca are proceeding as announced.

Intesa would become Generali's largest shareholder: "We bought a 3% stake to avoid repeating past mistakes."

Philippe Donnet, At the helm of Generali for four terms, he can sleep soundly. At least as far as Intesa is concerned. "If you ask me if we want to acquire Generali, the answer is no. We have no intention of interfering in the management" of the Lion, Messina stated clearly. "We consider the stake in Generali merely as a a shareholding and nothing more” he added, specifying that “our intention is to maintain 13,3% of Generali” and the share of net profit associated with this stake. 

In fact, if the operation is successful, Intesa would become the largest shareholder of Generali with a share not exceeding 13,3% of Generali (the shareholding held by Mps-Mediobanca, ed.), ma the 16,3% considering also 3,01% acquired directly. A purchase made "because we want to maintain the treatment of the Mediobanca share, we want to maintain this level and to do so we have to avoid any move by Generali", explained Intesa's head. The reference is to 2017, when Generali bought 3% of Intesa to protect itself from potential ambitions of Ca' de Sass, which at that point could not in turn exceed 3% of Leone, under penalty of freezing the excess share. Generali, Messina noted, could have "bought 3% of Intesa: we have already experimented with this strategy, you can make a mistake but you can't make it a second time”. It is therefore “much better to have a 3% stake in Generali,” fully hedged by derivatives and with no impact on capital and economic values. The derivatives, he concluded, “will be closed at the end of the operation.” Intesa’s entry into the shareholding structure would represent a turning point for the Lion, considering that Italy’s leading bank, with its stake, would leave all the other shareholders behind: Delfin, with 10,5%, Unicredit with 8,8%, Caltagirone with 6,32%, and Edizione with 4,91%.

Messina: "We're interested in Generali's profits. Unicredit? If they propose a partnership, I won't oppose it."

The Lion was inevitably the focus of the press conference held by Intesa's CEO this afternoon, during which he reiterated to reporters that it's important to him that Generali "is well-managed. I'm interested in it remaining a good company, but I have no interest in being the one proposing lists for the board of directors," he said.

“Believe me, I think we will reach the minimum threshold of two thirds of MPS capital "because I believe that all private investors will evaluate the operation positively. We have excellent relations with Delfin, Caltagirone "And my expectation is that they will have a positive attitude towards this transaction," Messina said during the conference presenting the takeover bid for MPS. "My expectation is that we can easily reach that level and have control of the extraordinary meeting," he added, noting that although the transaction is obviously not agreed upon and therefore could be considered unfriendly, “it's shareholder friendly", he said. 

"My perception," the manager reiterated, "is that all MPS investors have a positive assessment, but especially those with significant stakes," who value cash payments, the absence of execution risks, and stable governance. He further reassured, denying having had any interaction with the Tuscan institution's main shareholders.

Messina also made a comparison with the current situation of Monte dei Paschi, arguing that "MPS's plan is not easy", that "the governance structure of the board of directors has some complexities, let's put it that way" and that there is "some complexity even in the management team," while at Intesa shareholders will find "a strong management team with perpetual sustainability." An opinion that became even more harsh when speaking to journalists: "'There is no company in the world that can be managed with a split like this," replied the Intesa CEO, answering a question about MPS's governance and recent tensions with shareholders.

Messina: "Banco BPM's isn't an offer, it's a love letter."

During the call, the CEO also commented on the offer from Piazza Meda among peers, which he does not consider as such: “Banco Bpm's is not an offer, I think it is a love letter“It’s an ‘I love you, please answer my request,’ but I don’t think you can call it an offer,” Messina said ironically.Ours is a real offer", he added, also specifying that Intesa's entry into the game of risk and the takeover bid launched on Sunday evening are not "a response to Banco BPM." "We have been working on this operation for a long time," also because "it took time to finalize the agreement with Unipol," he noted. 

“By writing that letter, Banco Bpm tried to preempt our operation. Giuseppe Castagna is a dear friend and he was close to me (the reference is to the recent death of Messina's mother, editor's note), but I don't agree with this approach he took," he concluded.

Messina: "There's a risk of Golden Power over the Banco BPM operation."

Continuing to comment on the proposed merger of Banco Bpm with MPS, the CEO of Intesa Sanpaolo also showed another doubt: “From my point of view there is also a Golden Power theme Because if Unicredit has been considered a point of reference for the savings of Italian families, I don't think a bank with a "foreign" shareholder who can reach 30% with authorization can be considered differently. In fact, Banco BPM has as its main shareholder Crédit Agricole, with a share exceeding 22%. Last year, the Italian government intervened forcefully in the Italian risk game, applying special powers and de facto forcing Unicredit—described at the time as a "foreign bank" by Lega leader Matteo Salvini—to withdraw its bid for Piazza Meda. And many, including Messina, are wondering how it could now give Banque Verte a free hand. 

Intesa's CEO also noted that, as of today MPS under passivity rule for the PPA of Intesa itself, if Banco Bpm's proposal in Siena were to materialize both banks will have to go through an "extraordinary meeting" and therefore they would have to obtain “a significant majority” in order to be able to carry out a merger.

Messina on the potential relaunch of UniCredit: "Whoever offers the most wins."

In the afternoon press conference Messina was asked if he expects a possible counteroffer from a "white knight", which could take the form of Unicredit. “If someone – he replied – is willing to pay a higher cash premium than the one we have set, it means that he will play his gameOurs is a market operation, not a power operation.

Messina: "The Mediobanca brand will be preserved."

Finally, there was also a reference to Mediobanca. If the deal is successful, Intesa will also gain control of Piazzetta Cuccia, in which MPS holds an 86,35% stake. “The Mediobanca brand will be preserved "And we will enhance the value of all the bank's people. Mediobanca and the unsold parts of Monte dei Paschi will benefit from greater investment capacity and our consolidated expertise in banking integrations," he reassured at the end of the call.

Stock market reaction

Meanwhile, as was inevitable, investors' attention at Piazza Affari is focused on the second half of the banking game. And so, just minutes before the close, the stock Ps flies (+12,2%), closely followed by Mediobanca (+11,4%). Toned too Bper (+ 4,11%), Generali (+1,8%) and Banco Bpm (+0,7%). Reduces losses compared to the early hours of the day Intesa Sanpaolo, which marked -1,6% to 5,5581 euros per share. It did worse Unicredit, which marks -1,85%.

(Last updated: 5:10 PM on Monday, June 8).