Mps has cleared a twin swap bid for Banco Bpm and Banca Generali, worth about €34 billion, to counter Intesa Sanpaolo and forge a new Italian bank with European weight.
The board of directors of Mps on Friday formally set out in a statement the financial terms of the two voluntary public exchange offers aimed at all the shares in Banco BPM and Banca Generali.
ADVERTISEMENT
ADVERTISEMENT
The overall proposal has an estimated value of around 34 billion euros and stands as a direct alternative to the takeover bid (Opas) launched by Intesa Sanpaolo for the same Siena-based bank.
The details of the deal point to a total consideration of 25.3 billion euros for Banco BPM, with an exchange ratio of 1.567 Mps shares for each share tendered.
The offer for Banca Generali is worth 8.72 billion euros, with the exchange set at 6.958 Mps shares. This combination is designed to deliver immediate value creation and to strengthen the shareholder base of the new group.
Lovaglio: "An 80-billion-euro group, among Europe's top ten banks"
The Mps bid follows an attempted takeover of the Siena bank by Intesa Sanpaolo, Italy's largest banking group, in partnership with Unipol and Bper Banca.
Because of this bid, Mps must comply with the passivity rule and cannot make acquisitions without the consent of its shareholders, who therefore gathered in an extraordinary general meeting on Thursday. The largest are the Del Vecchio family (17.5%), the Caltagirone group (10.2%), the BlackRock fund (5%), the Ministry of Economy and Finance (4.8%) and Banco BPM (3.7%).
It is potentially a major reshaping of the Italian banking system, but also of the European landscape, given the presence of France's Crédit Agricole in Banco BPM, where it holds almost one third of the share capital.
The combined group made up of Mps, Banco BPM and Banca Generali, in fact, "would have a pro forma market capitalisation of around 80 billion euros, ranking among the top ten European banks and in the second place in Italy for customer loans and branch network", said the chief executive of the Siena institution, Luigi Lovaglio, on a conference call with analysts.
"We are creating a stronger Italian group of European relevance, rooted in the national economy and ready to compete in a constantly evolving sector," the CEO said, describing it as 'a friendly, non-hostile combination' because "we are convinced of the strength of this project".
The battle over Italian banks is anything but separate from politics. The Meloni government has backed Mps's strategy of building a third banking pole, first by selling part of the state's stake in the bank in 2024 to major private shareholders, and then, the following year, by welcoming the acquisition of Mediobanca by the Siena institution while opposing UniCredit's attempt to take over BPM.
The prospect of Mps coming under Intesa Sanpaolo's control has also been opposed by the institutions of Siena and Tuscany, worried that a large share of its branches could be transferred to Unipol-BPER, Intesa's partner in the deal, and that jobs could be cut at the historic Tuscan bank.
The terms set out in the statement and the shareholding structure
The acceptance period for the two offers may "start in the first half of December 2026 and end in the first half of February 2027", according to the document relating to the transaction.
On the basis of the estimates contained in the company release, completion of the deal will lead to a reshaping of the ownership balance within the new financial entity.
If both exchange offers are fully taken up, the relative majority stake will remain in the hands of Mps's historic shareholders, who would hold around 50.1% of the combined group, while the stakes allocated to eliminate the independent presence of Banco BPM and Banca Generali's shareholders would be 37.2% and 12.7% respectively.
Mps's stated strategy also includes "a significant improvement in profitability and operating efficiency" with the payout of 15 billion euros in dividends over the period 2026-2030, alongside an extraordinary distribution totalling 4 billion euros to its shareholders, structured partly in cash and partly in kind through shares.
