Intesa Sp launches Opas on Mps. Messina: 'Thus even stronger leaders in Europe'

The operation should result in a group capable of realising "consolidated profits in excess of EUR 16 billion in 2029 and guaranteeing a high and sustainable distribution to shareholders, both with high cash dividend flows sustainable over time and with share buy-back operations, offering a higher return than in stand-alone scenarios, also thanks to the revenue and cost synergies deriving from the aggregation and estimated at full speed at around EUR 2.9 billion pre-tax per year, an amount that is expected to be reached from 2029". In Intesa Sanpaolo shareholders will receive around EUR 61 billion for the 2025-2029 period (from the 50 envisaged today), "with an extraordinary cash distribution for 2026-2027 of EUR 2.7 billion and the confirmation of the distribution policy indicated in Intesa Sanpaolo's 2026-2029 Business Plan, which envisages a payout ratio of 95%, referred to net book profit, for each year of 2026-2029, of which 75% from cash dividends and 20% from buybacks". Further distributions will then be 'to be assessed year by year from 2027 onwards'. Earnings per share, dividend per share and total distribution for 2029 will be "up by approximately 8% compared to those expected in Intesa Sanpaolo's 2026-2029 business plan, with dividend per share up from 2026 compared to Intesa Sanpaolo's business plan". The Cet 1 ratio in 2029 will be above 14%, compared to the 13.2% expected in Intesa Sanpaolo's 2026-2029 business plan.

On the industrial front, on the other hand, the second-largest listed banking group in the Eurozone in terms of market capitalisation (approximately EUR 126 billion) would be created, "a player with an important presence in Wealth Management in Europe and Italia, with customer financial assets of approximately EUR 1,700 billion as at 31 December 2025, with expected growth to approximately EUR 2,000 billion in 2029. In this context, the combination of the Offeror's Private Banking and Asset Management product factories with the Issuer's Private Banking and Asset Gathering activities would create a high synergy potential, thanks to an aggregated network of over 9,000 private bankers and financial advisors, also exploiting MB's high level of expertise in servicing High Net Worth clients". It would also be a "significant player on a European scale in Corporate & Investment Banking thanks to the integration of the skills of the Offeror's IMI CIB division and Mediobanca"; as well as "in Retail & Commercial Banking in the Italian market" and "in consumer credit in Italia". Following the transaction, the combined entity will have access to '20 million customers in Italia'.

The cost synergies envisaged by Intesa Sanpaolo following the merger with Mps will derive approximately EUR 600 million from personnel expenses, as a result of "additional, exclusively voluntary departures of approximately 6,800 people (of whom approximately 5,000 from the Intesa Sanpaolo perimeter)" and "additional hiring of approximately 6,800 young people (of whom approximately 2,700 as global advisors), at a ratio of one hire for every voluntary departure". About EUR 900 million of synergies will come from 'other administrative expenses and depreciation and amortisation'.

Presenting the transaction to analysts, CEO Carlo Messina described the Mps deal as a strategic step for Intesa Sanpaolo and risk-free: 'This transaction' on Mps 'is a unique opportunity to strengthen our position as a European leader and reinforce our presence in Italia, generating significant value for all stakeholders'. He added: 'We are fully confident that we have no risk of integration'. The manager emphasised that 'all the industrial initiatives of the business plan remain in action, indeed they are accelerating'. The whole of Mediobanca and the non-divested activities of Monte dei Paschi 'are perfectly compatible with us and will increase our competitiveness in all the main lines of business', the banker said, adding that the Mediobanca brand 'will be maintained and its people will be enhanced'. Finally, the ambition to strengthen the presence in wealth management is clear: 'We will strengthen the value proposition for high net worth clients, exploiting Mediobanca's successful model, our goal is to become the Italian UBS'.

Messina also said he was confident about the outcome of the operation and the confrontation with Mps's shareholders: 'We are convinced that we will be able to obtain the support of all of Mps's main shareholders,' he said, emphasising the 'excellent relations' with Delfin and Caltagirone and adding that he saw no reason for their opposition. The Intesa CEO said he was convinced that he would be able to achieve control of the extraordinary shareholders' meeting in any case, but asserted the open nature of the offer: it is not a 'friendly' operation in the technical sense, he indicated, but it is 'friendly towards all shareholders and institutional investors in particular', given the addition of a cash premium.

The main topic of attention is the shareholding in Generali. On this front Messina clarifies one point. The acquisition of Mps, and the cascading control of 13% of Mediobanca, to which is added a 3% via derivatives, does not presuppose any ambition to control Generali: 'Our intention is to maintain 13.5% of Generali' and the share of net profit linked to the shareholding, without any 'involvement in the management of the company: we have no interest in this'. And again: 'If you ask me if we want to make an acquisition of Generali, the answer is no'. The Intesa CEO reinforced the concept with an even clearer formula: 'We have no interest in putting our beak into the management of Generali'. On the offer for Mps, Messina then rejected the idea that it was a response to Banco Bpm's move: 'Our offer is not a response to Bpm, I have read many headlines but we have been working on this for a long time, perhaps by deciding to make that letter they tried to anticipate our offer, which was the real offer. I have a great relationship with Giuseppe Castagna but we are not the ones who responded'.