The first decisive step for theIntesa Sanpaolo's takeover bid for MPS It went as expected. Theextraordinary assembly of the shareholders has approved with 96,96% of the votes in favor the delegation to the board of directors for the capital increase to service the Monte dei Paschi offering. 63,88% of the capital, equal to 11,296 billion ordinary shares, was represented at the meeting.
The vote authorizes the board of directors, by 10 September 2027, to increase the share capital, in one or more instalments, through the issuance of a up to 5,7 billion new ordinary sharesThe securities will be used to finance, through a contribution in kind, the voluntary public tender offer launched by Intesa for all the ordinary MPS shares.
A very broad green light, therefore, which puts the first corporate hurdle of the operation behind us. The matter now passes primarily to the supervisory and regulatory authorities.
Intesa Sanpaolo's takeover bid for MPS: the next steps: authorizations
Once the shareholders' approval has been obtained, Intesa Sanpaolo will have to complete the long authorization process necessary to launch the offer. Overall, approximately 40 authorizations are expected, starting with those of ECB, Ivass, Antitrust e Golden Power.
Once this process is completed, the bank led by Carlo Messina aims to launch the takeover bid in November. The timing, of course, depends on obtaining various authorizations and the progress of the procedures with the competent authorities.
A step has already been taken: the statutory amendments approved by the assembly have been the provisions of the Supervisory Authority have been released, which also authorized the computability in the Common Equity Tier 1 of Intesa Sanpaolo of the shares that will be issued as part of the capital increase intended for the operation.
MPS's vote on October 29th
Before the possible launch of the takeover bid, however, there will be another crucial event for the Italian banking game.on 29 October it will in fact be theMPS shareholders' meeting to vote on the dual takeover bid for Banco BPM and Banca Generali promoted by CEO Luigi Lovaglio.
This is a particularly important step for Intesa, too, because the Siena deal could alter the balance of power in the sector and impact the game between the two groups. And today's vote offers a first insight into the outcome ahead of the Siena meeting: large international funds, which represent 58,4% of Intesa's capital, are in several cases also shareholders of MPS. BlackRock, for example, holds approximately 5,1% of Intesa and 4,99% of MPS; Vanguard 3,6% and 2,6%, while Norges Bank has 1,2% and 3,16%, respectively.
The support expressed today by investors who hold stakes in both banks could therefore indicate how they will orient themselves when, on October 29th, they will be called to vote on the two MPS takeover bids. In addition to the funds, there is also the weight of the foundations, which represent 19,88% of Intesa and have sided in favor of the operation.
For now, therefore, the Intesa-Mps front is proceeding on two tracks: on the one hand, the green light from the Ca' de Sass meeting, which arrived with a majority higher than expected; on the other, the double offer from Mps on Banco Bpm and Banca Generali, now under examination by Consob.
The numbers of the operation
Intesa Sanpaolo's takeover bid values MPS 30,6 billion euros e provides for 1,6 Intesa shares plus one euro in cash for each share of Monte dei Paschi. The consideration values each MPS bond at 10,091 euros.
In case of success, the operation would lead to the birth of a group of approximately 27 million customers, with approximately 3.000 branches and €1.700 trillion in financial assets. Intesa also aims to achieve approximately €2,9 billion in annual pre-tax synergies by 2029, with 60% of the benefit expected in 2028. The transaction will also impactindirect acquisition of 13,3% of Generali currently attributable to MPS-Mediobanca, which would bring Intesa's overall stake in the Lion to over 16%.
But before reaching the operational phase of the takeover bid, the dossier will still have to overcome the complex regulatory processToday's vote therefore represents a fundamental step, but not yet the final goal of the operation.
Messina reassures MPS and Generali: "We will protect their identity and independence."
After the green light from the assembly, Messina He called the capital increase "a fundamental step" in completing the transaction and building "an even stronger group." Intesa, he emphasized, is approaching the issue "from a position of great strength," while the integration with MPS represents "the accelerator of a growth strategy that is already producing significant results."
On the future of Siena, Messina assures that "Siena and Tuscany will have an important role"If the takeover bid is successful, the plan envisages the subsequent involvement of Unipol, the retention of the MPS brand and the headquarters in Rocca Salimbeni, "further strengthening Siena's role." The transaction, he explains, "will combine Monte dei Paschi di Siena's local roots with Intesa Sanpaolo's resources and investment capacity."
The project also includes Mediobanca, which for Messina represents "another element of great value": its expertise in Corporate & Investment Banking and Wealth Management "will complement the capabilities of Imi Corporate & Investment Banking." The goal is to "enhance its brand, professionalism, and distinctive capabilities" within a larger European group. The rationale for Generali, where the acquisition of the share will be “purely financial”, with a “significant value” for the stability of the shareholder base and the independence of the Lion.
Messina also recalled the 13.100 new hires expected by 2029 and the experience gained with UBI in managing integrations. "The offer announced in June and today's vote are concrete steps in a journey we intend to pursue with determination," he concluded.
Last updated Thursday, September 10, at 14:15 PM
