Andrea Innocenti On October 29, shareholders of Monte dei Paschi di Siena (MPS) met at the historic Ca' de Sass headquarters to deliberate on the group's future. At the center of the agenda was the proposed share swap (IPO) for Banco BPM, the first step in a broader plan devised by CEO Luigi Lovaglio.
The meeting was followed by an intense discussion, but the result was clear: the proposal was rejected.
The assembly vote: the numbers speak for themselves.
The vote recorded a 65,85% attendance of the share capital, sufficient to validate the resolution. Of the total shareholder population present, 91,1% voted against, 6,47% voted in favor, and 2,41% abstained.
These numbers led to the failure of the takeover bid for Banco BPM, signaling strong shareholder resistance to Lovaglio's proposed merger plan.
Intesa Sanpaolo reacts: from 1 euro to 1,25 euros per share
The shareholders' refusal didn't leave the stock market intact. Luigi Lovaglio emphasized that, " without our initiative, the discussion would have remained at its initial conditions ."
The pressure from the vote prompted Intesa Sanpaolo to revise its offer, raising it from €1 to €1,25 per share. This increase demonstrates, according to Lovaglio, that MPS's position has created value and strengthened shareholders' bargaining power.
Next steps: the takeover bid for Banca Generali and the merger with Mediobanca
Following the rejection of Banco BPM, the meeting will have to address two additional proposals: the takeover bid for Banca Generali and the merger of Mediobanca. Forecasts indicate that the former could suffer a similar outcome, as the same pressure on bidders is already underway. Furthermore, the stakes of Delfin, Francesco Gaetano Caltagirone, and Benetton, which exceed 32,5%, along with a number of smaller shareholders close to Intesa, bring the total to 33,5%. With a required quorum of 66,7% to approve Lovaglio's plan, even a record turnout would not be enough to pass the three proposals.
The Future of MPS: Intesa Sanpaolo's Takeover Offer
The entire affair paves the way for the public tender offer (OPA) launched by Intesa Sanpaolo on June 8. The offer provides for 1,6 Intesa shares plus €1,25 in cash for each MPS share. However, implementation will require three regulatory steps: approval from the ECB, authorization from Consob, and, finally, the opinion of the Antitrust Authority. The ECB is expected to issue its opinion within the current week, while Consob could provide a response in the second half of November. The Antitrust Authority, the final step, could conclude by the end of November, opening the possibility of the acquisition being effective by the new year. Intesa, led by Carlo Messina, has stated that it does not intend to rush, preferring to await the outcome of each authority before adapting the offer to any requirements.