The week that is drawing to a close has been very important for the so-called "Italian banking risk", i.e. for the movements underway in our country's financial system, which are currently passing through the fate of Monte dei Paschi di Siena.
On the one hand there is Intesa Sanpaolo, led by Carlo Messina, which aims to conquer Monte dei Paschi di Siena with an offer launched on 8 June and strengthened just a few days ago. On the other, the CEO of MPS, Luigi Lovaglio, who responded a few months ago with an attempt at a double acquisition of Banco Bpm and Banca Generali.
The last part of this game opened on 3 October, when Intesa Sanpaolo relaunched its offer as part of the takeover bid, increasing the cash component by 25 cents, brought to 1.25 euros per Mps share, in addition to 1.6 euros in Intesa shares. A significant improvement to the benefit of shareholders: in the event of full acceptance of the takeover bid, the overall monetary value will therefore be equal to 31.4 billion euros, of which 27.6 billion will be the consideration in shares and 3.8 billion will be the consideration in cash.
All this, however, on one condition: if the Monte assembly, called for next October 29th, approves the operations proposed by Lovaglio, Intesa will lapse its offer.
And what are MPS's proposals? The project involves two public exchange offers on Banco Bpm and Banca Generali, for an overall announced value of approximately 34 billion euros. A complex strategy, which requires shareholder consensus and presents significant execution risks.
Interviewed by international newspapers such as Reuters and The Wall Street Journal, the experts expressed quite coincident opinions. Kepler analysts recognized an industrial logic in Lovaglio's project, while underlining the absence of preventive support from the main parties involved. Autonomous Research is more skeptical, highlighting the implementation risks and the difficulty of convincing MPS shareholders to give up the bonus offered by Intesa Sanpaolo.
In recent weeks, the Financial Times had promoted the takeover bid of the institute led by Carlo Messina, instead judging the defensive move by the MPS leaders to be impracticable.
Interviewed by Sky TG24, Ignazio Angeloni, economist and former member of the Supervisory Board of the ECB, said that Intesa Sanpaolo's offer guarantees a future for Monte dei Paschi and the entire Italian banking system, as well as for savers and investors. A few months ago, however, Angeloni himself, speaking of Lovaglio's plan, had defined it as a "mission impossible".
According to Steven Gould and Benoit Valleaux of Oddo BHF, Intesa's relaunch shifts the pressure directly onto Sienese shareholders, forcing them to choose between two alternative strategies.
And in fact something immediately happened. Delfin, holding company of the Del Vecchio family and first shareholder of MPS with 17.6%, already released a statement on 4 October with a strong position: it committed to adhering to Intesa Sanpaolo's takeover bid and to voting in the meeting of 29 October in line with the conditions of the offer of the institution led by Carlo Messina.
To further complicate the picture for Lovaglio, a series of news arrived, all on Thursday 8 October: first the opposition of Francesco Gaetano Caltagirone, shareholder with over 10% of Monte, to the main defensive operations; then the announcement by Crédit Agricole, which made it known that it will not accept MPS's offer for Banco Bpm; finally, Alessandro Benetton has also made it known that he will transfer his share package to Intesa Sanpaolo.
As if that wasn't enough, an indiscretion regarding Banca Generali was added. According to Affaritaliani.it, Generali is thinking of launching a takeover bid for 100% of the group's credit institution. The news has not been confirmed, but in Trieste, headquarters of the Leone, they make it known that, in any case, the orientation is not to sell Banca Generali. This would definitively remove one of the most important points of the strategy of the CEO of MPS, Lovaglio, from the field.
The decisive issue is therefore October 29th, when the MPS assembly will have to decide on Lovaglio's proposals. In the last few hours, the hypothesis of a postponement of the appointment has emerged, to give the top management of the Sienese bank more time to study other countermoves.
On this point, in Thursday's Sole 24 Ore, an article by the commercial law professor Giovanni Barbara pointed out how any postponements or extensions of the time of the decision on the defensive moves could represent a damage for the Monte shareholders themselves, on the basis of article 104 of the Consolidated Law on Finance.
Perhaps also for this reason all the most important shareholders of MPS, like a domino, have begun to expose their intentions.
