MPS gives the go-ahead for a public takeover bid for BPM and Banca Generali (which is convening an extraordinary board meeting)
Resolutions passed by a majority: four independent directors abstained. Dispute over the final statement. Banca Generali’s extraordinary board meeting has been convened for tomorrow
Luigi Lovaglio has made the long-awaited move in response to Intesa Sanpaolo’s public takeover bid. MPS’s board of directors has, it is understood, just given the go-ahead to the dual exchange offer for Banco BPM and Banca Generali.
The Monte board meeting, convened to approve the extraordinary measures devised by Luigi Lovaglio with the support of UBS and BofA to counter Intesa Sanpaolo’s public takeover bid, has just concluded. Both transactions were approved by a majority, with four independent directors abstaining; they stated that they had not been adequately informed on the matter and, above all, were unable to express an opinion on a whole range of issues, from the risks involved in the integration process to the synergies on offer.
Sources close to the matter confirm the increasingly deep rift within the board, which had already led several directors to complain openly in recent days about CEO Lovaglio’s overly personalistic management style. The rift came to a head at today’s board meeting, where the independent directors found that their reasons had not been acknowledged in the board’s approved statement, with the directors who abstained voting against it.
Super dividend for existing shareholders
A two-part offer to create a €70 billion conglomerate, with the prospect – to entice current shareholders to accept – of a massive dividend of €4 billion, paid partly in cash and partly in Generali shares. This is the outline of the dual public offer (both of which will therefore be on paper) for Banco BPM and Banca Generali, drawn up by MPS CEO Luigi Lovaglio with the bank’s advisers and approved today – not without friction within the board and with four abstentions – by the Monte’s board.
Pending the official details to be announced by the Siena-based bank in the coming hours, the ‘super dividend’ – as previously reported this morning by Radiocor – has therefore been confirmed. It will consist largely of Generali shares, worth approximately 3 billion (equivalent to 4.6 per cent of Generali), and a further 1 billion in cash. In this way, Lovaglio will begin to reduce his stake in Generali (13 per cent), which is currently held by the subsidiary Mediobanca – though a good third of it is set to be merged with Monte.
