Luigi Lovaglio plays his trump card but his path remains uphill. At the end of a marathon meeting, which began at 9:30 this morning and ended shortly before 5:00 pm, the MPS board of directors gave its approval A majority of the shareholders approved the dual offer for Banco BPM and Banca Generali. Also expected one super coupon for Monte dei Paschi shareholders, which could be financed using part of the 13,2% stake in Generali received as a dowry through Mediobanca.
These are, therefore, the moves devised by the CEO, Luigi Lovaglio, and by the advisors of the bank UBS, Goldman Sachs, KBW and Vitale, to resist the offer of 30,6 billion ISanpaolo agreement and propose an attractive alternative to Siena's members.
The clash in the board of directors
There is no official communication yet, but the green light from the board of directors has apparently arrived with nine votes out of thirteen. Paolo Boccardelli, Nicola Maione, Antonella Centra, elected on the board's list and close to Caltagirone, and Paola De Martini, representing Assogestioni, reportedly abstained, declaring that they had not been adequately informed about the plan and, more importantly, that they were unable to comment on a whole range of issues, from the risks of the integration process to the synergies it represented. Furthermore, the final statement approved by the board was reportedly voted against by those who abstained. Only one minority member, Corrado Passera, he would have instead voted yes (to the double operation and to the statement).
The passivity rule
However, Mps is below passivity rule, therefore each of the operations put on the table by Lovaglio will have to pass the scrutiny of the extraordinary assembly with a far from easy majority of 2/3. The assembly should be held next October 29st. The position of Delfin, which last April voted in favor of Lovaglio's return to the helm of the Siena-based bank and which holds 17,5% of Rocca Salimbeni, will be decisive. Caltagirone, which has been at odds with its CEO for months, has 10,2%. Followed by mef To 4,86% BlackRock to 4,66% e Bpm bank (who will not be able to vote) at 3,74%.
While waiting to know the positions of the major shareholders, he seems to look favorably on the plan Pierluigi Tortora, head of Plt Holding and one of the managing partners behind the deal that brought Lovaglio back to the helm of Monte dei Paschi. "The transactions on the table today demonstrate that the bank is no longer simply called upon to defend its own value, but can play a leading role in creating new value," Tortora told Radiocor, opening the door to the double takeover project.
Banca Generali convenes an extraordinary board meeting
Banca Generali is not commenting, but is preparing to react. The institution, 50,17% controlled by Generali, has called a meeting an extraordinary board of directors for tomorrow, Friday, August 21. Last year, Mediobanca had already made an offer to the bank led by Gian Maria Mossa, which through this very operation – later rejected by the Piazzetta Cuccia meeting – had in turn risked everything to defend itself from Monte dei Paschi.
No comments even from Bpm bank, which, after Unicredit's offer (withdrawn due to government interference), is once again the prey of a hostile takeover bid. For the moment, it is also silent. Agricultural credit, Piazza Meda's largest shareholder, with a stake just under 30%, had already expressed its opposition to the proposed merger of equals between the two banks earlier this month. Without the French's support, any type of transaction involving the bank appears (almost) impossible.
The numbers of the (possible) new mega bank
The marriage between Banco Bpm and Mps would create a banking giant of approximately 70 billion euros of capitalization (36 from Mps, 25 from Banco Bpm, almost 8 from Banca Generali). It would also be the second Italian bank by territorial presence, behind Intesa and ahead of Unicredit: the 1.400 branches in Piazza Meda would be joined by 1.252 branches in Siena. The inclusion of Banca Generali alongside Mediobanca would instead create a group leader in Italian savings management.
(Last updated at 7:52 PM on Thursday, August 20).
