The European Central Bank has authorised Monte dei Paschi di Siena to absorb Mediobanca into the Siena-based group, giving the green light to what would become Italy's second-largest banking combination by assets. MPS disclosed the approval on Thursday, September 3, after the supervisory authority also cleared two new minority board candidates through its fit and proper assessment.
The clearance removes the last major regulatory obstacle before the transaction can be submitted to MPS shareholders. A general meeting on October 29 will vote on the merger alongside dual public offers for Banca Generali and Banco BPM — making that session one of the most consequential in Italian banking this year.
Exchange Ratio and Synergies
Under the terms approved by the boards of both banks in March, each Mediobanca share will be exchanged for 2.45 MPS shares. The ratio, set at a premium over market expectations, values the combined entity on projected annual cost synergies of approximately 700 million euros. Those synergies stem primarily from overlapping retail and corporate banking operations, shared technology infrastructure, and the consolidation of Mediobanca's wealth management and insurance arms under the wider MPS umbrella.
Post-Merger Shareholder Map
The deal reshapes MPS's ownership register significantly. Delfin, the vehicle controlled by the Della Valle family that currently holds the bulk of Mediobanca's equity, will emerge as the single largest shareholder at 16.1 percent. Caltagirone — the construction conglomerate that led a minority challenge to the Intesa Sanpaolo hostile bid — will hold 9.4 percent. BlackRock will account for 4.6 percent, the Italian Ministry of Economy and Finance for 4.5 percent, and Banco BPM for 3.4 percent.
That structure creates an unusual alignment of interests. Delfin gains a liquid listing and exposure to a larger deposit base. Caltagirone, which has publicly supported the Intesa defense strategy, acquires a direct governance stake in the post-merger group. The Ministry retains a golden-share lever through its 4.5 percent position and the broader Golden Power framework, which MPS must navigate before the dual offers can launch.
The Dual Offers and Intesa Timeline
The October 29 vote is not limited to the Mediobanca absorption. Shareholders will also be asked to authorise MPS to launch public purchase offers for Banca Generali and Banco BPM. MPS intends to file offer documents with Consob, the Italian markets regulator, by mid-week. The applications have already gone to the ECB, the Bank of Italy, IVASS, the Competition Authority, and the government under Golden Power rules.
If shareholder approval comes through, MPS aims to launch both offers in mid-December. That timeline intersects directly with Intesa Sanpaolo's own 30.6 billion euro exchange offer for MPS, which could by then be in its final stages. The overlapping deadlines create a complex scenario: Intesa needs MPS shares to complete its bid, while MPS plans to use its own balance sheet and equity to acquire Banco BPM and Banca Generali — targets that Intesa itself has been linked to.
Board Reshuffle Clears Governance Hurdle
The ECB approval simultaneously resolved a governance bottleneck. Two minority board seats had been vacant since early May after Fabrizio Palermo resigned and Carlo Vivaldi was removed from office. The central bank has now completed the fit and proper evaluation of Alessandro Caltagirone and Gianluca Brancadoro, the highest-ranking unelected minority candidates, enabling their appointment.
MPS is expected to convene an extraordinary board meeting early next week to restore the full fifteen-member board. The minority bloc had been pressing for faster co-optation, with four councillors writing to the chairman to complain about delays. MPS had argued that the documents were submitted to the ECB at the beginning of June and that the average supervisory fit and proper assessment takes 97 days.
What Remains Uncertain
Several moving parts could still alter the trajectory. Intesa's bid, if successful, would fundamentally change the ownership dynamics that underpin the Mediobanca merger. The Passivity Rule, which MPS is subject to as a consequence of the Intesa offer, constrains certain shareholder actions and could complicate the October 29 vote. Local authorities in Siena continue to voice concerns about the integrity and headquarters location of the bank, even as Unipol chairman Carlo Cimbri has publicly pledged that MPS will remain the lead institution of the second-largest Italian banking group.
The 700 million euro synergy target, while ambitious, depends on execution speed and regulatory follow-through on three separate transactions — the absorption, the Banca Generali offer, and the Banco BPM offer — within a compressed timeframe. Any delay on one front risks cascading through the others.
Sources
- Il Sole 24 ORE: [MPS: ECB gives the green light to the merger with Mediobanca](https://en.ilsole24ore.com/art/mps-ecb-gives-the-go-ahead-for-the-merger-with-mediobanca-AJQjW12) (September 3, 2026)
- Euronext Live / Reuters: [ECB Approves Monte Dei Paschi-Mediobanca Merger](https://live.euronext.com/en/financial-news/ecb-approves-monte-dei-paschi-mediobanca-merger) (September 3, 2026)
