Intesa Sanpaolo: complex and unprecedented MPS operation

The operations announced by MPS on 21 August 2026 constitute a "particularly complex structure, with two simultaneous and interdependent public exchange offers on two companies listed at the top of complex financial groups, promoted while the integration with Mediobanca is still to be completed".

This is what Intesa Sanpaolo highlights in the press release released after the extraordinary board of directors' meeting of MPS on 29 October and to announce the relaunch of the cash component of the takeover bid on MPS.

From a structural point of view and implementation complexity, if we also take into account the relative size of each target company and their combination, the operation proposed by MPS "has no precedent in the Italian market of intermediaries subject to prudential supervision", we read in the note.

Unlike an offer aimed at acquiring control over a single target, with a defined consideration and a reasonably clear post-offer scenario, the two Ops - although legally autonomous - are "economically interdependent: the outcome and value of one influence the other, making it difficult for the shareholders of Monte, Banco Bpm and Banca Generali to evaluate each of them in the various scenarios that could arise".

The simultaneous presentation of two public exchange offers "at a discount is completely unusual in the market, with repercussions on the concrete prospects of success of the offers themselves: even more so when we consider that the 12.5% ​​premium of the takeover bid was instead criticized in the MPS press release of 16 July because it was considered 'lower than the average level of premium observed in comparable voluntary public purchase and/or exchange offers in the Italian banking sector'", concludes Intesa.