Risiko

Intesa has lodged a complaint with Consob regarding transactions announced after the public takeover bid

‘The initiative – it is emphasised – is aimed at safeguarding the integrity of the market and ensuring that all shareholders are provided with accurate information, and at highlighting, in particular, the need to comply with current legislation, with reference, amongst other things, to the so-called “passivity rule”’

Carlo Messina , AD Intesa Sanpaolo, in occasione della presentazione della Relazione annuale di Banca d’Italia sul 2025. Roma venerdì 29 Maggio 2026  (photo by Mauro Scrobogna / LaPresse)   LAPRESSE

2' min read

Translated by AI
Versione italiana

2' min read

Translated by AI
Versione italiana

Intesa Sanpaolo has submitted today to Consob comments and observations regarding critical issues arising from transactions announced following the launch of Intesa Sanpaolo’s public takeover bid for Monte dei Paschi di Siena”. This information comes from sources familiar with the case.

Mps, Giani: lo Stato non venderà il suo 4,8%

‘The initiative – it is emphasised – is aimed at safeguarding the integrity of the market and ensuring that all shareholders are provided with accurate information, and at highlighting, in particular, the need to comply with current legislation, with reference, amongst other things, to the so-called passivity rule.’

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On the first point, it should be noted that rumours and speculation about possible counter-moves by MPS to fend off Intesa’s bid – which had already been announced in June – had been circulating for at least since the start of the month.

Last Thursday, 20 August, Montepaschi’s board of directors was convened for an extraordinary meeting to examine CEO Luigi Lovaglio’s proposals regarding the dual bid for BPM and Banca Generali, as well as the payment of a special dividend should at least one of the two objectives be achieved.

The proposal, which was subject to the rules of the passivity rule – given that Intesa’s public takeover bid was already underway – had been approved by a majority of the board, with four of the minority directors abstaining; these were all those currently in office, with the exception of Corrado Passera, who had voted in favour.

The official announcement from Siena had arrived early on Friday morning, before the Milan Stock Exchange opened, but rumours had already begun to circulate the previous evening whilst the markets were open, to the extent that Bloomberg had beaten everyone to it at around 4.30 pm with the first indications of the meeting’s outcome.

On the second point, it appears that the issue concerns the interpretation of the passivity rule, the legal provisions designed to safeguard the contestability of listed companies by preventing any counter-measures unless authorised by the shareholders at a general meeting by a qualified majority of two-thirds of the share capital present.

However, MPS has convened the general meeting for 29 October – a timeframe evidently deemed too long by those raising objections – to prevent the company from taking any steps in the meantime that have not yet been authorised.

Meanwhile, the Consob Commission met today in Milan for the first time under its new chairman, Guido Stazi. The meeting provided an opportunity to take stock of the supervisory activities carried out in recent weeks – activities which could not fail to have addressed the turmoil currently affecting the banking sector and the reorganisation of the financial system.

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