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MPS is not postponing its AGM; the public offers for BPM and Banca Generali are going ahead

No response from CEO Lovaglio. The Siena board: ‘The bonus offered by Intesa is below average’

by Luca Davi

12 October 2026

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4' min read

Translated by AI

Versione italiana

4' min read

Translated by AI

Versione italiana

No surprise defensive move. MPS CEO Luigi Lovaglio acknowledges Intesa Sanpaolo’s renewed bid and the fact that Siena’s main shareholders have rejected his defence plan, but he does not pull any new counter-move out of his hat. Nevertheless, he confirms the entire structure of the plan and is putting it to a vote at the shareholders’ meeting on 29 October, when its rejection will be inevitable.

This is the line that emerged from Montepaschi’s extraordinary board meeting. Rather than discussing possible counter-moves, the meeting served to take stock of Ca’ de Sass’s new offer and to acknowledge the improvements it contained. On 3 October, the group led by Carlo Messina put forward to MPS shareholders, in addition to the 30.6 billion already offered, an additional cash component of around 800 million, bringing the total to 3.8 billion, subject, however, to the Siena-based shareholders rejecting the two ‘competing’ public offers for BancoBpm and Banca Generali and to the distribution of a special dividend of 4 billion, as proposed by Montepaschi’s CEO.

Criticism from Siena

These new conditions, set by Intesa, were the subject of a lengthy technical and critical review by the Siena-based board yesterday. The focus was primarily on the cash component of Intesa’s public takeover bid, which, despite having risen by 25 cents from the initial euro offer, is still considered low compared with the level deemed appropriate. Whilst the Siena board acknowledges Intesa Sanpaolo’s revised offer, it also notes that the 15.3 per cent premium ‘remains lower than the average observed in comparable voluntary public offers in the Italian banking sector’, which stands at around 30 per cent. Furthermore, the adjustment to the exchange ratio to account for the dividend payment “does not increase the value originally attributed” to the share component, as stated in a press release issued this evening. As for the terms of the OPAS, according to the board, Siena’s shareholders find themselves ‘in a context of continuing uncertainty’, with the risk of abandoning the MPS project ‘without having the certainty’, however, that Intesa’s offer will be completed. ‘The project promoted by Siena and the one proposed by Intesa lead to different industrial structures,’ the directors added.

In the lengthy statement issued following the meeting, the board also revisits what it considers to be the risks associated with the execution of the deal. One sticking point is said to be the annual synergies of 2.9 billion announced by Intesa, which would represent, overall, approximately 63 per cent of the cost base and 24 per cent of revenues, whilst the scope of these synergies ‘has not yet been definitively identified’. A comment was also made regarding the merger with Mediobanca, which, according to the board, ‘was not conceived in response to the ISP Offer’, but is based on an ‘independent industrial, organisational and regulatory rationale’. Furthermore, for the bank led by Lovaglio, the failure to complete the merger could also necessitate a ‘significant liability management operation’ to comply with MREL requirements, with possible implications for the dividend policy as well.

Criticism of Intesa also centres on the proposed commitments which, according to the Board of Directors chaired by Cesare Bisoni, have not been ‘quantified’ in terms of investment and employment. And the focus is once again on Generali, where the transaction is said to give rise to ‘competitive overlaps’. For the Siena-based board, however, there will only be time to make a definitive assessment once the offer document has been published, which will take place on the eve of the launch of the public takeover bid.

The setting

Admittedly, Monte’s board meeting, however eagerly anticipated, did not result in any dramatic twists: neither a postponement of the general meeting – which might have given Lovaglio time to devise a counter-move, perhaps – as was rumoured in some quarters – by increasing the 4 billion maxi-dividend; nor, on the other hand, to the removal of the most contentious extraordinary agenda items – a move by which the Potenza-born banker might have acknowledged the new balance of power that had emerged amongst the shareholders in recent days, particularly regarding the two ‘proposed’ public exchange offers (OPs) for Banco BPM and Banca Generali.

In recent days, moreover, Siena’s main shareholders have openly opposed his plan. Starting with Delfin, Monte’s largest shareholder with a 17.6 per cent stake, which has committed to accepting Intesa’s public takeover bid and to voting at the shareholders’ meeting in line with the terms of the offer. Francesco Gaetano Caltagirone, who through his holding company controls 13.26 per cent of MPS, is also opposed to the banker’s proposals: the financier will vote against all five items on the extraordinary agenda, including the merger with Mediobanca. Also opposing the proposals are the Benetton family, whose holding company Edizione holds 1.45 per cent of the share capital, and Praude Asset Management, with 0.72 per cent.

In fact, the group of shareholders opposed to the CEO of MPS accounts for over 33 per cent of the share capital. This is a sufficient share to settle the matter even in the entirely hypothetical scenario of 100 per cent of the share capital being present at the general meeting, given that a majority of just over one-third of the share capital represented is sufficient to prevent the approval of extraordinary resolutions. All the more so, Lovaglio’s challenge appears technically impossible, given that attendance at the mid-April shareholders’ meeting stood at around 70 per cent. Not to mention that the public offer for Banco Bpm appears, in any case, to be blocked by Crédit Agricole, the largest shareholder with approximately 29.3 per cent, which has already announced that it does not intend to accept Monte’s offer. In short, these figures leave no room for manoeuvre. Faced with this situation, Lovaglio might have decided to withdraw the extraordinary proposals, given the opposition of the main shareholders. Nevertheless, the banker has chosen to press ahead anyway and to proceed to the vote on 29 October.