Monte dei Paschi di Siena has struck back at Intesa Sanpaolo's hostile takeover attempt with a bold counter-offensive: two voluntary exchange offers targeting Banco BPM and Banca Generali, worth a combined 34 billion euros, all payable in MPS shares.
The board of Italy's oldest bank approved the plan on August 20-21 after more than seven hours of deliberation, voting 9 in favour with 4 abstentions out of 13 directors. The move directly challenges Intesa Sanpaolo's 30.6 billion euro exchange offer for MPS launched in June, which MPS has consistently rejected.
What the offers involve
The first offer targets Banco BPM, Italy's third-largest bank by assets, at a value of 25.3 billion euros. Each Banco BPM share would be exchanged for 1.567 MPS shares. The second offer targets Banca Generali, the wealth management subsidiary of Assicurazioni Generali, at 8.72 billion euros, with an exchange ratio of 6.958 MPS shares per Generali share.
Both offers are structured as voluntary and friendly, meaning they require acceptance from target shareholders rather than being imposed. CEO Luigi Lovaglio described the operation as creating "an aggregation that is friendly, not hostile, because we are convinced of the strength of this project." The subscription period could begin in the first half of December 2026 and close by mid-February 2027, according to the company's statement.
Why it matters
If both transactions succeed, the combined entity would command a pro-forma market capitalisation of approximately 80 billion euros, placing it among Europe's top ten banks, according to Lovaglio's presentation to analysts. The group would hold the second-largest branch network in Italy with over 2,600 outlets and rank second for customer lending, creating what MPS describes as a new national banking champion.
Lovaglio also proposed an extraordinary dividend of 4 billion euros to MPS shareholders, partly in cash and partly in shares, alongside a broader commitment to distribute 15 billion euros in dividends between 2026 and 2030. The dividend and both exchange offers would require approval at a shareholder meeting scheduled for October 29, where a two-thirds supermajority is needed.
The obstacles ahead
The plan faces significant hurdles. Crédit Agricole, which holds 29.3 per cent of Banco BPM, has signalled preference for its own merger between BPM and Crédit Agricole Italia rather than MPS's offer, which would be classified as non-friendly from BPM's perspective. Assicurazioni Generali controls 50.17 per cent of Banca Generali and has not yet endorsed the transaction, merely stating it would "evaluate" it.
MPS is bound by a passivity rule because of Intesa's pending bid, meaning any acquisition requires shareholder consent. The company's major shareholders include the Del Vecchio family (17.5 per cent), the Caltagirone group (10.2 per cent), BlackRock (5 per cent), and the Italian Treasury (4.8 per cent). Two of these, Delfin and Caltagirone, opposed the board's renewal in April, raising questions about their voting intentions.
Intesa Sanpaolo has indicated it is evaluating whether to file observations with Italy's market regulator Consob to protect market integrity and shareholder information rights, according to sources cited by RaiNews. The political dimension is also relevant: the Meloni government has supported MPS's strategy toward a third banking pole, opposing UniCredit's attempted acquisition of BPM.
Markets reacted cautiously. Banco BPM rose 0.66 per cent and Banca Generali gained 1.26 per cent on August 20, while MPS shares dipped 0.34 per cent and Unipol fell 2.96 per cent, reflecting uncertainty about the plan's feasibility and the complex ownership dynamics at play.
Sources
- [Rai News - MPS sfida Intesa, polo da 70 miliardi con BPM e Banca Generali](https://www.rainews.it/articoli/2026/08/monte-dei-paschi-sfida-intesa-un-polo-da-70-miliardi-con-bpm-e-banca-generali-39a38a5f-8ec9-48f0-af1b-057814cdecb7.html)
- [ANSA - MPS lancia offerte su Banco BPM e Banca Generali per 34 miliardi](https://www.ansa.it/sito/notizie/economia/aziende/2026/08/21/mps-lancia-offerte-su-banco-bpm-e-banca-generali-per-complessivi-34-miliardi_fdeb6455-ab43-41bd-8e06-a7bac6ac937e.html)
- [Euronews - Monte dei Paschi: i dettagli dell'offerta per Banco BPM e Banca Generali](https://it.euronews.com/business/2026/08/21/monte-dei-paschi-i-dettagli-dellofferta-per-banco-bpm-e-banca-generali)
