Risiko

Intesa-MPS: Consob gives the go-ahead for the prospectus; the offer is set to begin on 24 November

This is the crucial step towards launching the Opas scheme in Siena. Sign-ups are open until 22 January, with cash payment due on 29 January

La sede di Intesa Sanpaolo a Milano Bloomberg via Getty Images

3' min read

Translated by AI
Versione italiana

3' min read

Translated by AI
Versione italiana

Consob has given the go-ahead to Intesa Sanpaolo. The Authority has, in fact, approved the offer document for the public takeover bid launched by Ca’ de Sass for Monte dei Paschi di Siena.

This marks a decisive step in the lengthy authorisation process in which the bank led by Carlo Messina is engaged in the acquisition of Siena: Consob’s approval now paves the way for the publication of the prospectus, which will take place on Tuesday, and for the start of the acceptance period, which will begin on 24 November. From that date, shareholders of the Siena-based bank will be able to tender their shares to the Milan-based bank. The offer is due to close on 22 January 2027, with a total duration of 40 trading days, subject to a five-day reopening from 1 to 5 February.

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The offer provides for 1.664 newly issued Intesa Sanpaolo shares and €1.25 in cash for each MPS share, following the 25-cent increase decided on 3 October. In recent days, the exchange ratio has been adjusted from the initial 1.6 to neutralise the effect of the ex-dividend date for Intesa’s interim dividend.

On the basis of this information, the bank expects settlement to take place on 29 January, with the exchange of the shares tendered and the payment of the cash component for each share. The second window, should it be opened, will be open to investors who were initially excluded from the offer.

Consob’s approval – granted at the conclusion of a Sunday meeting of the Authority chaired by Guido Stazi – has come a few days earlier than expected, which had been set for the start of the week. It comes after the rejection, at the MPS shareholders’ meeting on 29 October, of CEO Luigi Lovaglio’s defensive plan, which envisaged the acquisitions of BancoBpm and Banca Generali and the merger with Mediobanca.

Attention now turns to Siena’s board of directors, which will have to decide on the adequacy of the offer. MPS has indicated that it will complete its assessment ‘by November’. It is reasonable to expect that the Siena board will begin its analysis as early as this week.

The Competition Authority’s go-ahead

Consob’s approval comes on top of that granted in recent days by the Competition Authority, which has essentially authorised the framework of commitments put forward by Intesa Sanpaolo regarding competition, albeit with some additional conditions relating to Generali. The aim is to prevent the banking group – which, through Mediobanca, would come to hold approximately 13.3 per cent of Generali, its main competitor in the life insurance sector – from exercising influence beyond that of a financial investor.

Among the corrective measures requested would be the appointment of a ‘trustee’, an independent third party whose role would be to oversee the maintenance of ‘Chinese walls’ between the two companies, thereby preventing strategic or commercially sensitive information – particularly if discussed at Generali’s board meetings – from being shared with Intesa.

Another area of intervention by the Authority concerns the concentration thresholds for branches at provincial level, an area in which Intesa had already taken pre-emptive action by arranging for the sale of 635 MPS branches to Unipol, which in turn will sell them to BPER. Here, the Competition Authority is reported to have requested the sale of further branches, though this would not exceed a few dozen, concentrated in around 20 provinces. Finally, among the ‘behavioural’ measures relating to the governance of Generali is a provision requiring Intesa Sanpaolo to appoint three directors with enhanced independence to Generali’s board.

Intesa now has around ten days to respond, although this remains optional. The Competition Authority’s final decision is expected by the beginning of December – around the 2nd.

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