Intesa Sp launches a takeover bid for Mps. Messina: ‘This will make us even stronger leaders in Europe’

The transaction is expected to result in a group capable of generating ‘consolidated profits in excess of 16 billion in 2029 and ensuring a high and sustainable return to shareholders, both through substantial cash dividend flows that are sustainable over time and through share buy-back, offering a higher return compared with stand-alone scenarios, thanks in part to the revenue and cost synergies arising from the merger, estimated at around 2.9 billion before tax per year once fully implemented – a figure expected to be achieved from 2029 onwards’. Intesa Sanpaolo shareholders will receive approximately 61 billion for the period 2025–2029 (up from the 50 currently forecast), “with an extraordinary cash distribution for 2026–2027 of 2.7 billion euros and confirmation of the distribution policy set out in Intesa Sanpaolo’s 2026–2029 Business Plan, which provides for a payout ratio of 95 per cent, based on net accounting profit, for each year from 2026 to 2029, of which 75 per cent will be in the form of cash dividends and 20 per cent through share buybacks’. Further distributions will then be ‘assessed on a year-by-year basis from 2027 onwards’. Earnings per share, dividend per share and the total distribution for 2029 will be “up by around 8 per cent compared with those forecast in Intesa Sanpaolo’s 2026–2029 business plan, with the dividend per share rising from the 2026 figure onwards compared with Intesa Sanpaolo’s business plan”. The CET 1 ratio in 2029 will exceed 14%, compared with the 13.2% expected in Intesa Sanpaolo’s 2026–2029 business plan.

On the industrial front, however, this would create the second-largest listed banking group in the Eurozone by market capitalisation (around 126 billion), “a player with a significant presence in Wealth Management in Europe and Italia, with client financial assets totalling approximately 1,700 billion as at 31 December 2025, with growth projected to reach approximately 2,000 billion by 2029. In this context, the combination of the Offeror’s Private Banking operations and its product development capabilities in Insurance and Asset Management, together with the Issuer’s Private Banking and Asset Gathering activities, would create significant potential for synergies, thanks to a combined network of over 9,000 private bankers and financial advisers, whilst also leveraging MB’s extensive expertise in serving ‘High Net Worth’ clients’. It would also be a ‘major player on a European scale in Corporate & Investment Banking thanks to the integration of the expertise of the Offeror’s IMI CIB division and Mediobanca”; likewise “in Retail & Commercial Banking in the Italian market” and “in consumer credit in Italy”. Following the transaction, the combined entity will have access to “20 million customers in Italia”.

The cost synergies anticipated by Intesa Sanpaolo following the merger with MPS will derive, to the tune of approximately 600 million, from staff costs, as a result of ‘additional, exclusively voluntary, departures of approximately 6,800 people (of whom around 5,000 from the Intesa Sanpaolo group)’, and from ‘additional recruitment of around 6,800 young people (of whom around 2,700 as global advisers), at a ratio of one new recruit for every voluntary departure’. On the other hand, around 900 million in synergies will stem from ‘other administrative expenses and depreciation and amortisation’.

When presenting the deal to analysts, CEO Carlo Messina described the MPS transaction as a strategic move for Intesa Sanpaolo and one that carries no risk: “This transaction” involving 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 there is no integration risk whatsoever”. The executive emphasised that “all the business initiatives set out in the corporate plan remain on track; indeed, they are gathering pace”. The whole of Mediobanca and the assets not sold off from Monte dei Paschi “are perfectly compatible with us and will enhance our competitiveness across all our main business lines”, said the banker, adding that the Mediobanca brand “will be retained and its staff will be valued”. Finally, there is a clear ambition to strengthen the bank’s presence in wealth management: “We will enhance the value proposition for high-net-worth clients by leveraging Mediobanca’s successful model; our aim is to become the Italian UBS.”

Messina also expressed confidence in the outcome of the deal and in the discussions with MPS’s shareholders: “We are confident that we will be able to secure the support of all MPS’s major shareholders,” he said, also highlighting the “excellent relations” with Delfin and Caltagirone and adding that he saw no reason for them to oppose the move. The CEO of Intesa said he was convinced that he would be able to secure control of the extraordinary general meeting in any case, but emphasised the open nature of the offer: it is not a ‘friendly’ transaction in the technical sense, he pointed out, but it is ‘friendly towards all shareholders and, in particular, institutional investors’, especially given the inclusion of a cash premium.

The main focus is on the stake in Generali. On this point, Messina clarifies one aspect. The acquisition of MPS, and the indirect 13 per cent stake in Mediobanca – to which a further 3 per cent is added via derivatives – does not imply any ambition to gain control of Generali: “Our intention is to retain the 13.5 per cent stake in Generali” and the share of net profit linked to that stake, without any “involvement in the company’s management: we have no interest in that”. He added: “If you ask me whether we want to acquire Generali, the answer is no.” The CEO of Intesa reinforced the point with an even clearer statement: “We have no interest whatsoever in meddling in Generali’s management.” Regarding the bid for MPS, Messina then rejected the idea that it was a response to Banco BPM’s move: “Our bid is not a response to BPM; I’ve read many headlines, but we’ve been working on this for a long time. Perhaps by deciding to send that letter, they were attempting to pre-empt our bid, which was the genuine offer. I have a great relationship with Giuseppe Castagna, but it wasn’t us who responded.”