MPS: BPM is playing for time – it’s an acquisition without a premium
The decision was taken unanimously. All eyes are on Generali’s board meeting on Thursday 27 August. Proxy advisers have come out in favour of Intesa Sanpaolo’s public takeover bid.
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BPM is taking its time over the offer for MPS, but warns: the proposed transaction differs from the merger plan considered in the past and takes the form of an acquisition without a premium.
Following a brief board meeting, Banco BPM has postponed its decision on the public takeover bid announced by MPS until after the necessary assessments have been carried out. However, the statement provides some general guidance: the board, according to the press release, ‘has noted that the offer, which by its very nature represents a transaction structurally different from that proposed by Banco Bpm to MPS in the letter dated 7 June 2026, as it constitutes an acquisition, not a merger between the two banks, does not offer a premium to Banco Bpm shareholders’’.
Monte’s proposal values Piazza Meda at €25.3 billion, offering 1.567 newly issued shares for each Banco share, without any premium being applied to the stock market prices.
When Unicredit launched its takeover bid in November 2024, the bank’s board of directors immediately raised serious concerns, signalling that it would reject Andrea Orcel’s hostile bid. This was not the case on this occasion, partly because the business rationale behind the merger of the two banks was widely accepted. However, it is clear that the absence of a premium, as highlighted, represents a critical issue.
Just a few months ago, it was the Bank itself that approached Monte to discuss a merger of equals with “strong strategic and industrial rationale”, only to pull out subsequently due to the impossibility of reaching a “mutually agreed deal”. Credit Agricole, its largest shareholder, played a key role in this U-turn, having shown great reluctance towards the merger from the outset, preferring instead an integration between BPM and its Italian operations. It now remains to be seen how the Bank will ultimately assess the offer put forward by Luigi Lovaglio and whether the CEO from Siena will find the key – or raise the stakes – to convince the French at Crédit Agricole and the market of a deal that allocates 37 per cent of ‘Grande MPS’ to BPM’s shareholders, compared with the 50 per cent that will go to Siena’s shareholders.
