MPS criticizes Intesa, but Lovaglio has no plan B

No twist in the MPS board of directors, which limited itself to reevaluating Intesa Sanpaolo's offer after the bank led by Carlo Messina adjusted its offer by 25 cents, making it subject to the rejection of the alternative plan of the CEO Luigi Lovaglio and gathering around itself a consensus among the shareholders sufficient to block its approval in the meeting of next 29 October.

Following the outcome of the extraordinary board meeting, which met at 6pm and lasted approximately three hours, the press release issued by Mps does not contain any indication of new operations that could counter Intesa's offer nor does it announce a postponement of the meeting, which will therefore be held at the end of the month and in which the double offer on Banco Bpm and Banca Generali, together with the 4 billion dividend, is destined to crash against the opposition of at least a third of the shareholder structure, sufficient to decree its rejection.

The board limited itself to making some "preliminary considerations" regarding the takeover bid after Ca' de Sass raised the consideration by 25 cents and made its continuation conditional on the rejection of Lovaglio's plan.

Considerations that saw the board of directors divide once again, with the minority expressing its opposition to the contents of the statement.

In the note, MPS confirmed that the project with BPM and Banca Generali "enhances the identity and integrity" of Siena, "has a solid industrial and economic rationale and was conceived to increase value for shareholders through greater scale, diversification of revenue sources and their significant participation in the capital and future value of the resulting group". Conversely, Intesa's plan "envisages, with the disaggregation of MPS, the allocation of its activities between distinct proprietary and industrial perimeters", due to the effect of the sale of half of the network to Unipol, "and depends, for its final configuration, on further steps, decisions and authorisations", including that of the Antitrust, which has opened an investigation into the takeover bid.

Regarding the either/or of Intesa, which asked for Lovaglio's plan to be rejected under penalty of taking a step backwards, the board of directors notes that this request - accompanied by a relaunch which does not prevent the premium offered by Ca' de Sass from remaining "lower" than the average of offers in the banking sector - does not offer "any certainty on the completion of the offer".

The reference is, on the one hand, to the fact that Intesa has only reserved the right to withdraw its offer in the event of approval of three other items on the agenda, including the merger with Mediobanca. The press release "therefore only clarifies some of the circumstances in the event of which the bidder will certainly cancel the offer" of Intesa ISP "without ensuring that it will be completed in the event of approval by the MPS assembly of the further assembly resolutions".

"Mps shareholders are therefore asked to make decisions relevant to the future of the bank in a context of continuing uncertainty and before the publication of the Offer Document" of Intesa, publication "subject to obtaining the necessary regulatory authorisations, including" that of the Antitrust as well as before Mps has been able to "express itself" formally with the issuer's press release.

"The risk - states Mps - is that the shareholders will therefore renounce the industrial project promoted by MPS, without having the necessary information compendium relating to the ISP Offer and without having the certainty that it will subsequently be completed".

In the absence of alternative measures from MPS there is only the promise that the board of directors and management "will continue to work in the interests of the Bank and all its shareholders, evaluating and pursuing every initiative suitable to protect and maximize the value of their participation".