Intesa: Opas will remain in the running only if MPS shareholders vote against Lovaglio’s proposals

Until a few days ago, Lovaglio had expressed confidence that he would secure the approval of MPS shareholders at the general meeting regarding the merits of his proposal. However, it is clear that the situation has now changed and new factors have been taken into account for the purposes of the vote. To be approved, the two resolutions on the Banca Generali and BPM public exchange offers require the approval of two-thirds of the share capital present at the general meeting. The expectation is that attendance at the general meeting will be fairly high, at around 70 per cent at least, which means that, to pass, the proposals will require the approval of at least 47 per cent of the voting capital. At present, some positions have already been clarified. The Ministry of Economy and Finance (MEF), for example, with its remaining 4.8 per cent stake, will not take part in the vote, and BancoBpm, the target of one of the two offers, will also abstain with its 3.7 per cent stake. Everything will therefore hinge on the decisions made by Monte dei Paschi’s major shareholders and large investors. On the first point, there is great anticipation regarding the decisions of Delfin, the holding company of the Del Vecchio family, the bank’s largest shareholder with a 17.5 per cent stake.

Formally, the Luxembourg-based company has instructed Lazard to carry out an impartial assessment of the best course of action between Intesa Sanpaolo’s offer and supporting the dual public offer for Banca Generali and BPM, the latter of which, if approved, would guarantee a special dividend of 4 billion in a combination of cash and Generali shares. The final decision, however, is expected a few days before the general meeting, following an ad hoc resolution by the management board, which will decide by majority vote. Among the other major shareholders is the Caltagirone Group (10.26 per cent). However, large institutional investors will play a significant role, many of whom are shareholders in both MPS and Intesa Sanpaolo. This is the case with BlackRock and Norges, which, together with other funds – mainly foreign ones – can influence the outcome of the vote, as they hold a say over 40 per cent of Monte’s share capital. Investors find themselves in a delicate position, particularly following Intesa Sanpaolo’s latest bid: supporting the Lovaglio plan would mean ‘giving up’ the premium offered by the Messina-based bank.

Earlier this week, MPS CEO Luigi Lovaglio had expressed confidence in the support he had garnered during his recent tour of foreign investors, hoping that the shareholders’ meeting on 29 October would not turn into a referendum between Intesa’s offer and MPS’s plan. But following Carlo Messina’s latest move, a referendum now seems inevitable.