Risiko

OPA on MPS: the ECB gives the green light to Intesa Sanpaolo

Frankfurt authorises Ca’ de Sass to hold a controlling stake in Siena’s share capital

Una filiale della banca Intesa San Paolo SpA a Milano, in Italia, lunedì 28 luglio 2025. Da quasi un anno ormai l’Italia è al centro di una rinascita delle acquisizioni bancarie in Europa, con almeno una mezza dozzina di operazioni proposte. Fotografo: Giuliano Berti/Bloomberg via Getty Images Bloomberg via Getty Images

2' min read

Translated by AI
Versione italiana

2' min read

Translated by AI
Versione italiana

The European Central Bank has given the green light to Intesa Sanpaolo’s takeover of Monte dei Paschi di Siena. Following a three-month process, Frankfurt has authorised the bank led by Carlo Messina to hold a qualifying holding in Monte dei Paschi di Siena’s share capital. In doing so, the ECB has removed one of the main regulatory obstacles to Ca’ de Sass’s acquisition of Monte dei Paschi di Siena.

Intesa “has received from the European Central Bank, as part of the voluntary public takeover and exchange offer for Monte dei Paschi di Siena, prior authorisation to acquire a direct controlling stake in MPS and to acquire indirect controlling stakes in Wise Dialog Bank, Mediobanca, Mediobanca Premier and Compass Banca, as well as to the acquisition of a qualifying indirect stake in Banca Progetto”, reads a statement.

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The go-ahead comes on the eve of a crucial meeting for the future of the Siena-based bank. On Thursday 29 October, MPS shareholders will be summoned to Siena to vote at a general meeting on the extraordinary transactions set out in CEO Luigi Lovaglio’s plan, which has put forward two bids for BancoBpm and Banca Generali specifically to defend against Intesa’s takeover bid. The outcome of the vote – which is effectively a foregone conclusion given that a blocking minority now accounts for nearly 40 per cent of the share capital – will render the defensive plan put in place by the Monte CEO null and void and will consequently put Intesa’s initiative, which is set to begin immediately afterwards, in a favourable light.

Having secured the ECB’s approval and once all regulatory authorisations have been obtained – by the end of the month – the next step for Intesa is to file the prospectus with Consob, from which it expects to receive the go-ahead. If everything goes smoothly, Intesa’s OPAS could be launched on the market by mid-November.

Messina: ‘It’s not a power struggle. Generali will no longer be open to a takeover’

Meanwhile, Intesa’s CEO, Carlo Messina, has spoken out on the subject of ‘Risiko’. He reiterated that amongst the ultimate objectives of the MPS transaction, is to safeguard the independence of Generali, in which Intesa would hold a 13.3 per cent stake once the public takeover bid for Siena is finalised, and the consequent acquisition of Mediobanca, which holds Generali’s stake. Intesa’s entry at the top of the chain, Messina argues, would make it possible to ‘secure Generali’s independence’, which ‘will no longer be vulnerable to a takeover’.

The managing director, however, rules out any ambition to intervene in the management of the insurance group. Intesa, the manager reiterates, has ‘no intention of being in a position to interfere with Generali’s management’. He also says he is willing to share this stabilising role “with UniCredit, Delfin, Caltagirone, Benetton and all those who are currently shareholders in Generali”.

Finally, a response to those who ask him whether there is a question of ‘power’ behind this operation. ‘If there’s anyone who couldn’t care less about power, it’s me; I’m completely uninterested in it. I’m interested in acting in the best interests of the shareholders. And everyone should bear that in mind,’ says Intesa’s managing director.

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