Banking risk

Banco BPM: unscheduled board meeting on Tuesday 25 August to discuss the MPS OPA

Work on Mediobanca continues, whilst Intesa is gearing up for the complaint to Consob

 Imagoeconomica

4' min read

Translated by AI
Versione italiana

4' min read

Translated by AI
Versione italiana

Now that Luigi Lovaglio has laid his cards on the table, it is the turn of the other players at the table to respond to his offers. However, the list of participants in this long game of Risk has now swelled considerably, given that there are several takeovers underway simultaneously; consequently, few expect a response from shareholders as early as next week (which is set to be packed with meetings, as yet unofficial). Indications, however, are likely to emerge from the forthcoming Banco BPM board meeting, scheduled for very soon: the management at Piazza Meda has decided to convene an (unscheduled) meeting of the board of directors – which had not previously been on the agenda – for the afternoon of Tuesday 25 August.

According to Radiocor’s account, there is said to be just one item on the agenda, albeit a challenging one set to dominate the discussion amongst the board members for some time: the exchange offer launched in recent days by MPS, which, amongst other things, has placed the bank back under the ‘passivity rule’. This is not the first time in the bank’s recent history that this has happened, given that UniCredit’s public offer, which was subsequently withdrawn, dates back to November 2024.

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It remains to be seen, following the discussion at the BPM board meeting, what position the directors representing the French bank Crédit Agricole – a major shareholder in the bank with a stake of over 29 per cent – will take.

Following the twin takeovers by Mps of the bank in Piazza Meda and Banca Generali, attention is now turning to the shareholders of the various banks, who will ultimately have to decide whether or not to approve the offers (and, where appropriate, give their consent in advance). The list is getting longer and longer.

Bank shareholders

So far, the only person to speak out openly, following the upheaval triggered by MPS’s counter-offer, has been Pierluigi Tortora, owner of Plt Holding and one of the architects of the deal that brought Lovaglio back at the helm of Monte dei Paschi. In his view, ‘the proposals on the table demonstrate that the bank is no longer simply called upon to defend its value, but can play a leading role in creating new value’. The green light, then. But Rocca Salimbeni’s shareholder register includes other heavyweights, from Delfin owned by the Del Vecchio family – who are themselves grappling with a difficult reorganisation of their holding company – right through to the entrepreneur Francesco Gaetano Caltagirone, who has previously made no secret of his doubts about the merger with the Bank, as well as the Treasury and the Blackrock fund.

The ‘passivity rule’

They will all be meeting in just over two months’ time in Siena at the shareholders’ meeting to vote on the dual takeover bid. The outcome? It is impossible to predict at present, as everyone is keeping their cards close to their chest and the ‘passivity rule’ – to which MPS has been subject since early June following Intesa Sanpaolo’s OPAS – requires a two-thirds majority. Indeed, on the other side, Ca’ de Sass, led by CEO Carlo Messina, is not standing idly by and is sharpening its legal weapons in preparation for a complaint to Consob challenging Lovaglio’s moves (regarding, amongst other things, compliance with the passivity rule and market disclosures), whilst the 10 September general meeting draws nearer, which will allow Intesa to take another step forward in its takeover of Monte dei Paschi (should it succeed, half of the Siena-based branches will go to Unipol, led by CEO Carlo Cimbri, another silent but attentive observer).

Shareholders of the target companies

This is looking solely at the scope of MPS, which, in reality, needs to be extended to the shareholders of the target companies in the case of the two OPs. Leading the way are the French firm Crédit Agricole, major shareholders in BPM with a 29.30 per cent stake, who have not commented on the latest rumours regarding a possible channel of dialogue already open with Palazzo Chigi concerning potential compensation in the form of branch networks (by agreeing to dilute their post-merger stake in the ‘mega-MPS’, where they would otherwise be ahead of all others). Banca Generali, the only one to have at least convened its senior management, has made it clear that the Lovaglio takeover bid ‘has not been solicited or agreed upon’. Generali, the linchpin of the second wave of the takeover game and the object of many’s desire, which holds 50.17 per cent of the asset management company under Ops, appeared open to the idea, but it is not known when it will begin analysing the proposal.

In the background – and this is no small matter – the ‘work in progress’ to incorporate Mediobanca into MPS continues, adding yet another layer of complexity to the situation. Certainly, the Milan Stock Exchange has so far been cool towards the counter-offers devised by Monte dei Paschi’s CEO to save Siena from Intesa’s grip. These reservations are shared by many financial analysts and even by the Financial Times, which has branded the double move as ‘madness’. And so everyone is eagerly awaiting the opening of the markets tomorrow morning to see whether there will be a turnaround on the stock exchange, where the shares involved have lost ground in recent sessions. In the Italian game of Risk, there’s never a short week.

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