MPS: Lovaglio’s plan rejected – no to the public offer for BancoBpm and Banca Generali; merger with Mediobanca off the table

The MPS shareholders’ meeting also rejected the proposed public exchange offer for BancoBpm: 91.1 per cent of the share capital present at the meeting voted against it.

“Lovaglio’s resignation? Just more journalistic fabrications.” So said the chairman of Monte dei Paschi di Siena at the general meeting, in response to a comment from a shareholder.

“The game isn’t over yet, and the responsibility to maximise value remains,” added Lovaglio. “The outcome of this meeting should not be interpreted as the result of the bid and does not, on its own, determine Monte’s future,” the manager added. For Lovaglio, “it will all come down to the actual terms of the public takeover bid, the decisions of the Competition Authority and the level of acceptance”, said the CEO.

“Precisely because the process is not yet complete, our responsibility is not yet over,” insists Lovaglio, and “the responsibility to maximise value is not yet over”.

Speaking at the MPS AGM, CEO Luigi Lovaglio commented on the two public exchange offers for BancoBpm and Banca Generali, emphasising the business case for the project. “The proposed transactions are based on a clear idea: to build, around MPS, a broader, more competitive financial platform that is better equipped to serve households, businesses and local communities,” explains the CEO.

According to the manager, “our initiative has already yielded a tangible result: it has prevented the value of Monte from being taken for granted and has forced the bidder to improve its offer”, a move which “has secured better terms for shareholders even before the bid has been finalised. This is already a victory for the initiative taken by MPS’.

MPS’s major shareholders have rejected one of the cornerstones of Luigi Lovaglio’s defence plan against the OPAS launched by Intesa Sanpaolo. The ‘no’ vote on the merger with Piazzetta Cuccia (and the subsequent spin-off) came from 63.65 per cent of the share capital represented at the general meeting. In other words: the votes against represent around 42 per cent of MPS’s total share capital, a figure higher than the 33 per cent threshold that was already sufficient to reject the proposal. It is therefore clear that the main shareholders voted against the proposal, starting with Delfin and Caltagirone, who together hold almost 30 per cent of the share capital, alongside other major shareholders holding a combined stake of around 12 per cent. Among these is Norges, which holds approximately 3 per cent of MPS.

CEO Luigi Lovaglio thus sees the corporate merger project with Piazzetta Cuccia come to a halt; this was one of the pillars of his industrial strategy on which he had based the public offer for Mediobanca, which concluded in September 2025. Consequently, the discussion of item 2 on the agenda for the extraordinary meeting – namely, the demerger of Mediobanca – has also been cancelled.

Intesa Sanpaolo, for its part, welcomes the outcome of the vote: although it had not made the public takeover bid conditional on the rejection of the merger with the merchant bank, it had nevertheless hoped that Siena’s shareholders would vote against it.

The MPS shareholders’ meeting has rejected the proposed merger by absorption with Mediobanca. 63.65 per cent of the share capital present at the meeting voted ‘no’ to the extraordinary proposal.

Still on the subject of Mediobanca, in his address to the AGM Lovaglio made no secret of the difficulties surrounding the vote: ‘We were aware of the positions of certain major shareholders and knew that the arithmetic of the merger would be difficult.’ Lovaglio lashed out at Intesa Sanpaolo: “We were, however, surprised by Intesa Sanpaolo’s change of course: initially in favour of the merger and subsequently inclined to hope it would not be approved. When such a major player changes its position so decisively, the context of the AGM changes accordingly.” Finally, the manager recalls the support the project garnered last year, with “a landslide vote at the MPS shareholders’ meeting” and “overwhelming backing from Mediobanca’s shareholders”. And he looks above all to the vote of the funds: “The market, and in particular the funds and other institutional investors, have continued to clearly express a positive view of the project. For us, the continued support even today from a significant segment of the international institutional shareholder base would represent a strong and clear signal of the value of our project.”

MPS CEO Luigi Lovaglio defended the merger with Mediobanca before the shareholders, describing it as “the corporate culmination of an industrial project launched last year”. This is a project that “has already proved its worth” and that “not only works” but “is working better than we had anticipated. “The upward revision of the industrial synergies is concrete proof of this.” He also assures that “the merger is proceeding according to the agreed timetable” and that the final formalities should be completed by the end of the year.

There has been a change to the agenda for the general meeting. Chairman Cesare Bisoni has suspended discussion of items 4 and 5 of the ordinary business, which will be resumed after the extraordinary business has been dealt with. The two items concern, respectively, the acquisition of shares in Assicurazioni Generali and the distribution of reserves to shareholders – namely, the 4 billion ‘maxi-coupon’ linked to the two public exchange offers (OPs) for BancoBpm and Banca Generali.

Proceedings are therefore now focused on the first item on the extraordinary agenda, relating to the merger by incorporation of Mediobanca into MPS.

Monte dei Paschi’s general meeting of shareholders has rejected one of the first items on the agenda of the ordinary general meeting. The meeting rejected the share buyback intended to fund share allocation schemes for the bank’s staff. The proposal was rejected by more than half of the share capital present.

The meeting approved the first of the ten items on the agenda concerning the appointment of two directors, who will join the Board of Directors by way of co-optation: these are Professor Gianluca Brancadoro (independent) and Alessandro Caltagirone (non-independent), whose appointments were approved by an overwhelming majority, representing 89 per cent and 86.8 per cent of the share capital present, respectively.

At the shareholders’ meeting, Chairman Cesare Bisoni provided an up-to-date overview of MPS’s shareholder structure. The shareholder structure sees Delfin in first place, with approximately 17.6 per cent, followed by the Caltagirone Group, with a stake of 12.66 per cent; the Treasury, with 4.86 per cent; and BlackRock, with 4.66 per cent. BancoBpm holds 3.74 per cent, partly through Anima, whilst Barclays also features, with a total stake of 3.77 per cent, comprising approximately 1 per cent of the share capital and the remaining 2.77 per cent through financial instruments.

65.86 per cent of the share capital was represented at the meeting

Proceedings have begun in Siena for the ordinary and extraordinary general meeting, which is due to consider, amongst other items on the agenda, the two public offers for BPM and Banca Generali. The meeting is being chaired by the bank’s chairman, Cesare Bisoni. Seated beside him is the chief executive, Luigi Lovaglio.

As things stand, no meetings are scheduled between the managing director of MPS, Luigi Lovaglio, and the CEO of Intesa Sanpaolo, Carlo Messina. “No meetings with Mr Messina have been scheduled to date,” reads one of the responses to the written questions published by MPS ahead of the general meeting.

There is a sense of great anticipation in Siena, where employees and small shareholders are closely watching the outcome of today’s vote. A sit-in organised by CGIL, CISL and UIL has taken place outside the bank’s headquarters on Viale Mazzini. This initiative was launched ‘to reaffirm the need to safeguard the link between the bank, the local area and the communities, whilst protecting jobs, rights and the institution’s economic and social role’. For the trade unions, ‘MPS is not just a bank’ but ‘represents a fundamental part of the economic and social fabric of our region’.

A turnout of between 65 per cent and 70 per cent of the share capital is expected at the Monte dei Paschi shareholders’ meeting, which is set to decide on the future of Luigi Lovaglio’s plan. Those opposed to the extraordinary transactions can already count on the positions expressed by Delfin, Caltagirone, Edizione (owned by the Benetton family), Praude, Fondaco Lux and Norges Bank. Overall, according to indications on the eve of the meeting, the ‘no’ camp can already count on around 40 per cent of the total share capital, a stake sufficient to block the extraordinary resolutions, as this represents more than 50 per cent of the share capital present. However, the Treasury, which holds a 4.9 per cent stake, and BancoBpm, which holds 3.7 per cent and has highlighted the conflict of interest arising from its position, will not take part in the vote. In favour of the Lovaglio proposal, however, will be Plt Holding, owned by the Tortora family (1.4 per cent), which will vote in line with the support it has given Lovaglio since last April – backing his appointment as CEO – and the MPS Foundation, with 0.2 per cent. The votes of major institutional investors will also be particularly significant, including BlackRock, which is also expected to vote against the Lovaglio plan.

A turnout of between 65 per cent and 70 per cent of the share capital is expected at the Monte dei Paschi shareholders’ meeting, which is set to decide on the future of Luigi Lovaglio’s plan. Those opposed to the extraordinary transactions can already count on the positions expressed by Delfin, Caltagirone, Edizione (owned by the Benetton family), Praude, Fondaco Lux and Norges Bank. Overall, according to indications on the eve of the meeting, the ‘no’ vote could garner around 40 per cent of the share capital, a proportion sufficient to block the extraordinary resolutions. However, the Treasury, which holds a 4.9 per cent stake, and BancoBpm, which holds 3.7 per cent and has cited a conflict of interest linked to its position as the reason for its decision, will not take part in the vote. In favour of the Lovaglio proposal, however, will be Plt Holding, owned by the Tortora family (1.4 per cent), which will vote in line with the support it has given to Lovaglio since last April – backing his appointment as CEO – and the MPS Foundation, with 0.2 per cent. The votes of major institutional investors will also be particularly significant, including BlackRock, which is also expected to vote against the Lovaglio plan.