Intesa-MPS: prospectus published; public takeover bid valid with 50 per cent of the votes; cascading bid for Mediobanca

Another sensitive issue concerns Generali. The intention to retain the 13.32 per cent indirect stake in Generali as a ‘non-controlling financial investment’, without interfering in its governance, has been confirmed. Should the takeover bid succeed, the group will limit itself to appointing ‘a minority of independent directors’, who will have no executive powers and will be unaffiliated with the Intesa group. The possibility of appointing the company’s chairman or chief executive has been ruled out.

Once the transaction has been finalised, the 13.3 per cent stake in Leone currently held through Mediobanca would be transferred, via an intra-group transaction, to Intesa Sanpaolo Assicurazioni. This structure would allow the company to benefit from the prudential treatment under the Danish Compromise, which was already taken into account in the ECB’s authorisation of 27 October and for which no further authorisation would be required.

Meanwhile, the Axa case is also coming to the fore. Intesa has indicated that, following the acquisition of MPS, it will examine the bancassurance agreements between Siena and the French group, with the aim of terminating the partnership and integrating Axa MPS Vita and Axa MPS Danni into its own insurance operations, subject to the necessary authorisations.

In line with transactions of this scale, the ECB has set out a series of post-acquisition reporting requirements. The first is an integration plan (covering capital and funding impacts, ICT and cybersecurity, governance and monitoring) to be implemented within six months of taking control of MPS. The other requirement would apply should the level of participation fall below two-thirds of MPS’s share capital – that is, should Ca’ de Sass not have control of the extraordinary general meeting: in this case, the ECB recommends submitting, within one month of gaining control, a detailed plan for the implementation of the Unipol Agreement.

On the employment front, Intesa Sanpaolo confirms in the document what its CEO, Carlo Messina, has already reiterated. There will therefore be no involuntary staff reductions or substantial unilateral changes to contracts with negative effects on employment: neither at MPS, nor at its subsidiaries, nor in the division that will be transferred to Intesa itself. Instead, the plan provides for around 6,800 voluntary redundancies and an equal number of new hires, of which around 2,700 will be sales advisers.

Particular attention is being paid to Siena’s future. The bank explicitly states in its prospectus its intention to create a city-based technology hub dedicated to application management, thereby strengthening its ties with the University, and to bolster its management functions in the region, with the possibility of opening a new sales office in Tuscany. There are also plans to establish a secondary office for the group’s central functions in Siena, housing governance and specialist functions, alongside a commitment to increasing the volume of lending in the region.

As is well known, BPER will take on around half of MPS’s branch network: this is the so-called ‘NewBank Compendium’, which will retain the MPS brand, the branch network, the head office and the central facilities. The merger of NewBank and Unipol-led BPER would create an operator with over 2,600 MPS-branded branches (compared with around 1,260 at present), combining Unipol’s expertise in bancassurance with Arca’s in asset management. The same principle of job protection will apply within the Unipol group, with Siena serving as the management hub for central and southern Italia.