MPS shareholders reject the CEO's defence plan, clearing the way for Intesa Sanpaolo's takeover offer
Around 91% of the capital voted against the twin share offers that CEO Luigi Lovaglio had proposed. Intesa's cash and share offer now waits for the antitrust decision and the Consob prospectus.
Shareholders of Banca Monte dei Paschi di Siena (MPS) did not approve the bank's planned exchange offers for Banco BPM and Banca Generali at a meeting in Siena on Thursday 29 October. MPS said that, after the vote, it declares both offers lapsed. A proposed merger of Mediobanca into MPS was also rejected.
The result clears the way for the takeover offer by Intesa Sanpaolo, Italy's largest bank, which Reuters values at €33 billion. The offer still needs an antitrust decision, expected next month, and approval of its prospectus by market regulator Consob.
What shareholders decided
According to the MPS statement, shareholders representing 65.86% of the share capital took part in the ordinary and extraordinary meeting chaired by Cesare Bisoni. They confirmed two directors co-opted on 8 September 2026, Gianluca Brancadoro (independent) and Alessandro Caltagirone (non-independent). The other proposals were not approved, including a share buyback authorisation and changes to the 2023 to 2025 incentive plans.
Italian news agency ANSA reported that the two exchange offers were rejected by about 91% of the capital, as was a capital reduction linked to a planned payout of around €4 billion. The Mediobanca merger was voted down with 63.6% of the votes, with 3.42% abstaining, according to ANSA. Because the extraordinary items fell, two ordinary items tied to Assicurazioni Generali shares were not put to a vote.
Why the vote mattered
CEO Luigi Lovaglio had proposed twin all-share offers for Banco BPM and wealth manager Banca Generali, worth a combined €34 billion, to fend off Intesa, Reuters reported. Intesa had made clear it would walk away if they were approved. In its 3 October statement, Intesa said it would not waive the conditions of its offer and would claim their non-fulfilment if the meeting approved the agenda items on the exchange offers, the related capital increases or the capital reduction.
In the same statement Intesa raised the cash part of its offer from €1.00 to €1.25 per MPS share, on top of 1.6 newly issued Intesa shares for each MPS share tendered. Intesa also said the exchange ratio would be adjusted upwards if it pays an interim dividend for 2026 before settlement, and that its board would discuss that dividend on 30 October.
Reuters reported that Intesa had won over the main MPS shareholders, the Del Vecchio and Caltagirone families, who together own roughly 30% of the bank, and that investors holding around 60% of the share capital opposed the defence plan. ANSA said Delfin, the Del Vecchio family holding company, is the largest MPS shareholder with 17.5% of the capital.
What the CEO said
Lovaglio said the board's counter plan had prompted Intesa to offer an extra €800 million in cash. "The match is not over and while the process is ongoing our commitment and our responsibility towards all stakeholders stand," he said, as quoted by Reuters.
Speaking to shareholders, he said the decisive game would be played on the actual terms of the offer, the antitrust decisions and the level of acceptances, according to ANSA (translated from Italian). He added that the board would assess the offer once the prospectus is published.
What happens next
Reuters reported that the European Central Bank approved Intesa's offer this week and that a critical antitrust verdict is due next month. To address competition concerns, Intesa plans to sell about half of the roughly 1,200 MPS branches to insurer Unipol, which would combine them with branches of BPER, according to Reuters.
ANSA reported that Intesa has notified Consob that it has obtained all required authorisations, which starts a ten-day window for approving the offer document. Approval is expected around 9 or 10 November. MPS then has five days to give its view, and the acceptance period would start five to ten days after that.
Context: a long consolidation story
Italy bailed out MPS in 2017 and reprivatised it in 2023 and 2024. Under Lovaglio, who took over in 2022, MPS went on to acquire Mediobanca, the Milan merchant bank that is the main investor in insurer Generali. The government had long hoped to build a third large banking group around MPS to rival Intesa and UniCredit, Reuters noted, but says it is no longer involved in the consolidation process.
Italy has seen a wave of large deals this year. Earlier this month CVC and GBL secured 74% of Recordati in their takeover offer, and Tata Motors' offer for Iveco cleared its acceptance threshold.
What it means for founders and investors
For fintech founders, a combined Intesa and MPS group would mean fewer, larger bank buyers in Italy. Integration projects usually freeze some vendor decisions for months and then consolidate software contracts. Startups selling to MPS or Mediobanca should expect procurement to move to Intesa's processes, and should map who decides once the deal closes.
The planned branch sale to Unipol and BPER also matters. Moving hundreds of branches and their customers between banks creates short-term demand for data migration, onboarding, compliance and customer communication tools.
For investors, the vote shows how much weight a few core shareholders carry in Italian bank deals. The Del Vecchio and Caltagirone stakes were decisive here. The open points are the antitrust decision and how many MPS shareholders accept the offer once it opens in November.
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