Intesa Sanpaolo: 97 per cent of shareholders approve the takeover bid for MPS. Messina: ‘A crucial step’

This is also because the outcome of the vote was achieved with a significant proportion of the bank’s total share capital – most of which is institutional – having thus aligned itself with the recommendations issued by the two main proxy advisers, ISS and Glass Lewis: foreign institutional investors account for 58.4 per cent of the share capital, Italian institutional investors a further 6.24 per cent, whilst former banking foundations hold 19.88 per cent. In short, this result confirms the support of Ca’ de Sass’s shareholder base for the business plan centred on the integration of Mediobanca and part of MPS. This institutional component is also present, at least in part, in MPS’s share capital: among them are BlackRock, Vanguard and Norges Bank.

And it is precisely MPS that Intesa Sanpaolo will now have to watch out for, so as not to have its plans thwarted. In response to Intesa’s OPAS, MPS has put forward two parallel OPAS for Banco BPM and Banca Generali. Just today, Montepaschi filed the documents for the two public exchange offers for Banco BPM and Banca Generali with Consob, and has submitted applications for authorisation to the relevant authorities. The real test, however, will be the shareholders’ meeting on 29 October, when Montepaschi’s shareholders will be called upon to vote on the dual offer, to which the proposed merger with Mediobanca is also expected to be added. It is therefore possible that Lovaglio’s counter-offensive will reach the shareholders’ vote just before the launch of Intesa’s public exchange offer (OPA) or whilst the process leading up to the offer is in its final stages, thus bringing the two alternative plans into direct conflict. We shall see. Certainly, today’s vote, not least because of its scale, represents a crucial milestone for Intesa Sanpaolo.

“I would like to thank our shareholders for the strong support they have shown today for our proposal,” said the CEO of Intesa Sanpaolo at the end of the AGM. For Messina, “the approval of the capital increase represents a crucial step” towards completing the transaction announced in June involving Monte dei Paschi and “building an even stronger Group”.

The head of Ca’ de Sass emphasises, above all, the starting point of the deal. “Intesa Sanpaolo is approaching this transaction from a position of great strength,” emphasises Messina, pointing out that the group is “among the most profitable banks in Europe”. And the merger with MPS, from this perspective, represents “the catalyst for a growth strategy that is already yielding significant results”.

However, the banker also addresses the other party involved in the OPAS. “We are offering MPS shareholders the opportunity to participate in the growth of one of Europe’s leading banking groups and in its ability to create and deliver value,” says the CEO. To Monte dei Paschi’s customers, on the other hand, Intesa promises to provide the group’s ‘technology, products, specialist expertise and international reach’.

Messina then devotes a significant section to one of the most sensitive issues in the battle with MPS: the future of Siena and the bank’s identity. “Monte dei Paschi di Siena represents a unique story within the global banking landscape,” he states, describing the bond forged over more than five centuries with Siena and Tuscany as “a legacy of identity, professionalism, relationships and trust that we consider to be of great value”. The stated aim is to “preserve and enhance this identity and the bond with Siena” within a larger group.

But it is above all with regard to the future structure of the banking sector that the CEO reaffirms the framework established with Unipol, to which 635 branches will be transferred should the OPAS be successful. The plan envisages “the subsequent involvement of Unipol in the creation of the second-largest banking group in our country, with a strong Italian shareholder base”, and, above all, “the retention of the MPS brand and the headquarters at Rocca Salimbeni, further strengthening Siena’s role”.

Finally, a separate section is devoted to Mediobanca and Generali, two of the most sensitive assets in the deal. At Piazzetta Cuccia, Messina’s tone was particularly clear: Mediobanca is ‘another asset of great value’. “The quality of its staff and its customer relationships” will be combined with those of IMI Cib. Intesa, the CEO adds, intends to “enhance its brand, professional expertise and distinctive capabilities” within a group of greater European scale.

As for Generali, there is a fresh emphasis on the nature of the investment. “The transaction involves the acquisition of a stake in Assicurazioni Generali, from a purely financial perspective,” says Messina. According to the CEO, Intesa’s stake in Assicurazioni Generali will represent “significant value” for “the stability of the shareholder base and the independence of Assicurazioni Generali”.