Intesa Sanpaolo aims to realise 60 per cent of the MPS synergies by 2028

No interference in Generali, which will remain a financial investment. Synergies, however, will be pursued, with 60 per cent of them to be achieved as early as 2028. With two days to go before the shareholders’ meeting called to give the green light to the capital increase to fund the takeover bid for Montepaschi, Intesa Sanpaolo is answering shareholders’ questions ahead of the meeting, which will be held via designated proxy. It has also set out in writing some of the commitments to the market relating to the takeover bid for Montepaschi.

We start from a certainty, which was already clearly communicated to investors at the time of the takeover bid’s launch. The 13.2 per cent stake held in Leone via Mediobanca, should the takeover bid succeed, will be ‘maintained in line with’ Mediobanca’s current accounting treatment, and therefore under the equity method, “as an equity investment, not a controlling interest, without any interference in Generali’s governance” and “will benefit from the prudential regime of the Danish Compromise”.

In short, there is no intention – nor, under the proposed structure, any possibility – of taking control of Trieste’s management. Ca’ de Sass’s focus is instead on the industrial aspects of the MPS deal and, by extension, on the effects of Mediobanca’s integration. This is where a significant part of the game is played out. Specifically, Intesa expects to realise the full €2.9 billion per annum in gross synergies estimated from the deal by 2029, but anticipates reaching 60 per cent of this figure as early as 2028. This is enough to create ‘one of Europe’s leading financial players’. The promise of shareholder returns has also been confirmed: around €61 billion over the period 2025–2029, compared with the approximately €50 billion envisaged in the stand-alone plan, with an extraordinary cash distribution of around €2.7 billion over the two-year period 2026–2027.

All this “without any social costs, to the benefit of all stakeholders in both groups”, says Ca’ de Sass. He also anticipates greater profitability for the part of the business that will remain within the group compared to the part destined for Unipol. A key milestone in Intesa’s roadmap is now the shareholders’ meeting the day after tomorrow. Attendance is expected to be in line with similar meetings, at 60–65 per cent of the share capital, from which strong support is anticipated. Chairman Gian Maria Gros-Pietro made this clear in recent days: “I anticipate broad support from our shareholders”, not least because 56 per cent of the bank’s share capital is held by international institutional investors, who tend to follow proxy recommendations.”

Meanwhile, at MPS, preparations are under way for the meeting on 29 October, when shareholders will vote on CEO Luigi Lovaglio’s counter-moves. The submission to the authorities of the applications relating to the two counter-OPS launched against Banco BPM and Banca Generali is expected on Thursday. However, a board meeting is already scheduled for today to finalise its composition through the co-opting of Gianluca Brancadoro and Alessandro Caltagirone, who have received the ECB’s green light following a lengthy suitability assessment conducted by Frankfurt. As the first non-elected candidates on the minority list, the two will take the places of Carlo Vivaldi, who was deemed ineligible, and Fabrizio Palermo, who has resigned. In the background remains the issue of the Treasury, which has announced its intention to withdraw from the takeover bid process in order to remain ‘entirely neutral’, as reiterated by Minister Giorgetti. Consequently, the sale of the Treasury’s stake remains on hold.