Towards the meeting

MPS: Shareholders to vote on the public offer. Heading for a landslide ‘no’ vote

The bids for Banco BPM and Banca Generali are expected to be rejected. The shareholders’ meeting on Thursday 29 October is expected to see attendance representing between 65 per cent and 70 per cent of the share capital

by Luca Davi

28 October 2026

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3' min read

Translated by AI

Versione italiana

3' min read

Translated by AI

Versione italiana

Either one way or the other. Either with Intesa Sanpaolo and its €31.4 billion takeover bid. Or with CEO Luigi Lovaglio and the dual takeover bid for BancoBpm and Banca Generali.

It will be up to the shareholders of Monte dei Paschi di Siena to take a stand on Thursday 29 October and decide which side to take in the battle that has been raging in the Italian financial arena for months. In Siena, in effect, a referendum is on the cards. Something that the CEO of MPS has never wanted to acknowledge as such, but which has in fact become just that, particularly since Intesa, on 3 October, revised its bid for Monte dei Paschi, raising the cash component per MPS share from 1 to 1.25 euros, whilst leaving the exchange ratio of 1.6 shares for each Monte dei Paschi share unchanged – a ratio already set when the OPAS was launched in June. However, the transaction is conditional upon the shareholders’ meeting rejecting the three most sensitive and defining elements of Lovaglio’s plan: the two extraordinary public offers and the 4 billion maxi-dividend.

And the outcome of this referendum – at least judging by the voting intentions that have emerged in recent days – is, in effect, already a foregone conclusion. This is because many of Monte’s major shareholders have already said ‘no’ to the proposal put forward by Siena’s chief executive, thereby implicitly expressing their support for the OPAS that Intesa is set to launch in the coming weeks.

The opposition to Luigi Lovaglio’s plan has gradually gained ground, eventually amassing, according to reports, around 40 per cent of MPS’s share capital – a stake sufficient in itself to block the extraordinary resolutions on the bids for BancoBpm and Banca Generali, which Lovaglio had devised precisely to free himself from Ca’ de Sass’s stranglehold.

Leading the ‘no’ camp are the two main shareholders, Delfin (17.6 per cent) and the Caltagirone Group (13.5 per cent), joined by Edizione-Benetton (1.45 per cent), Praude (0.72 per cent) and Fondaco Lux (0.41 per cent). Norges Bank has now joined them, holding around 3 per cent. However, the bulk of the votes against will become apparent today at the shareholders’ meeting. This will result in the Lovaglio plan being rejected by a near-unanimous majority. This is also because attendance at the meeting is expected to represent less than 70 per cent of the share capital, despite the absence of two major shareholders such as the Treasury (4.9 per cent) and BPM (3.7 per cent).

The CEO of MPS, for his part, will be counting on the backing of the Tortora family’s shareholder PLT (1.4 per cent) – in line with the support given to Lovaglio since he stood as a candidate in April – and on the vote of the MPS Foundation (0.2 per cent).Crucial in this context will be the role of the proxy advisers, ISS and Glass Lewis, who have already spoken out against the defensive plan devised by MPS’s chief executive. Their recommendations are particularly significant for institutional investors – both active and passive – who represent a major proportion of Monte’s shareholder base, estimated at around 40 per cent of the share capital.

The only issue on which Lovaglio still harboured some hope in recent days was the proposed merger with Mediobanca. The proxy advisers expressed a favourable view on this matter, leaving the outcome of the vote in the balance right up to the last minute. However, Delfin’s intention to vote against this proposal as well – in line with the commitments made to Intesa – and that of BlackRock (5 per cent), as has emerged in the last few hours, would push the bloc of opponents – together with Caltagirone and Norges Bank – well beyond the blocking minority required to stop the resolution.

One less hurdle for Intesa Sanpaolo, which is watching the showdown in Siena from a distance and has already turned its attention to its own public takeover bid, set to begin in the second half of November, once Consob has approved the prospectus.