Adnkronos (Adnkronos) – No fireworks. No postponement of the shareholders' meeting, no white knight. And not even a relaunch. The MPS board of directors has issued a response to Intesa Sanpaolo: raising the cash consideration from €1 to €1,25 per share is not enough, the board explains, to close the gap compared to the average premiums awarded in comparable voluntary public offerings in the Italian banking sector.
MPS's board of directors acknowledged Intesa Sanpaolo's decision to increase the cash component of the consideration, specifying, however, that "this premium remains lower than the average premium observed in comparable voluntary public offerings in the Italian banking sector," as mentioned in the press release of July 16, and equal to approximately 30% of the official price prior to the announcement.
Not only.
In the statement released this evening, Monte dei Paschi also disputes the conditions set by Intesa for the continuation of the offer. According to MPS, the bank led by Carlo Messina made the continuation of the operation conditional on Monte dei Paschi's abandonment of the industrial project, without, however, offering "any certainty regarding the completion of the offer" by Intesa itself.
The Board of Directors' response is structured along these two fronts, economic and industrial: on the one hand, evaluating the bonus awarded to shareholders, on the other, defending the path undertaken by MPS, which aims to enhance the bank's identity and integrity.
The Board of Directors confirms that the Monte dei Paschi project, a natural evolution of the Mediobanca operation, "presents a solid industrial and economic rationale" and was designed to increase shareholder value through greater scale, diversification of revenue sources, and their significant participation in the capital and future value of the resulting group.
In MPS's reconstruction, Intesa Sanpaolo's plan is of the opposite nature, which would involve the disaggregation of Monte dei Paschi's activities into distinct ownership and industrial areas and would require further steps, decisions, and authorizations to reach the final configuration.
Siena and Tuscany are another area of concern. MPS acknowledges Intesa's emphasis on the industrial, employment, and institutional importance of the region as positive, but laments the lack of concrete and quantified commitments regarding investments, employment levels, credit growth, functions to be relocated to Siena, and implementation timelines. Some initiatives, MPS notes, are still being presented as hypotheticals, yet to be evaluated. And the city's future, the statement states, "depends not solely on the preservation of a headquarters or a brand," but on the decision-making, strategic, and industrial functions that will actually be exercised in the region.
MPS also cites the project proposed by Unipol with BPER, which forms part of Intesa's representation regarding the future of Siena and the bank. This project, Monte dei Paschi emphasizes, does not constitute a direct commitment by Intesa and remains subject to the definition of the scope, the necessary authorizations, and the independent assessments of BPER's governing bodies.
In its defense of the business plan, the board also implicates Generali. The MPS project, it argues, would strengthen the market presence of an independent national operator with significant scale, expanding the options available to families, businesses, and local communities. Intesa's offer, on the other hand, would further strengthen Italy's leading banking operator and increase its concentration in various business segments. These issues, the statement notes, are the subject of an investigation launched by the Italian Competition Authority.
Regarding next steps, the board of directors and management of MPS assure that they will continue to work in the best interests of the bank and all shareholders, "evaluating and pursuing every initiative suitable to protect and maximize the value of their stake."
According to several financial sources contacted by Adnkronos, MPS CEO Luigi Lovaglio's goal may be to continue his bid at the shareholders' meeting, attempting to convince the funds and also leveraging the opinions of proxy advisors, who have yet to make their decisions. This step, the sources explain, could be very difficult for Lovaglio, given the support of key shareholders for Intesa SP's offer.
Meanwhile, just today, further confirmation of the government's neutrality on the ongoing game of risk arrived. "There are two structured proposals, and it will be the shareholders, the market, who will decide which way to go," said Marco Osnato, chairman of the Chamber of Deputies' Finance Committee, on the sidelines of the Assolombarda meeting in Milan.
"I believe it's primarily a classic defensive strategy by the MPS Board, with elements of pressure on price/conditions and promotion of its own business project." This is how Antonio Tognoli, head of macro analysis at CFO Sim, commented to AdnKronos on the MPS press release following this evening's Board of Directors meeting. "It seems there's a clear attempt to push Intesa Sanpaolo to further improve its cash offering or provide further clarification," he concluded.
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