Monte dei Paschi di Siena (MPS) launched two parallel takeover offers on Friday, proposing to acquire Banco BPM and Banca Generali for a combined €34 billion, a figure nearly equal to MPS’s own market value of €36 billion as bid by Intesa Sanpaolo.
The proposed deals would elevate MPS to Italy’s third-largest bank by assets, behind Intesa and UniCredit. MPS Chief Executive Luigi Lovaglio framed the move as a defensive strategy against Intesa’s €36 billion offer, which includes splitting MPS’s operations: roughly half of its 1,200 branches and its Siena headquarters would transfer to BPER Banca—controlled by insurer Unipol—while the remainder would operate under Mediobanca’s brand. The plan has drawn criticism from both Lovaglio and Italian Prime Minister Giorgia Meloni, who has stated a preference for MPS to remain intact.
MPS’s counterproposal emphasizes the creation of a national champion with expanded capabilities in retail banking, advisory, and wealth management. The combined entity would hold €466 billion in assets and target annual cost synergies of €2.6 billion. MPS also outlined a €4 billion special dividend for its shareholders, partly in cash and partly in shares of Generali, of which MPS is the largest shareholder with a 13.3% stake. Intesa, by contrast, has offered MPS shareholders a €3 billion payout.
The feasibility of MPS’s plan remains uncertain. Banco BPM and MPS had previously explored a merger in July, only to abandon talks after Credit Agricole, which holds a 29.3% stake in Banco BPM, opposed the deal. While MPS’s board approved the new offers, opposition within the board raises questions about shareholder backing ahead of MPS’s extraordinary general meeting on October 29. Under Italian takeover rules, MPS requires majority shareholder approval for defensive measures against Intesa’s bid.
MPS’s exchange offers for Banco BPM and Banca Generali propose 1.567 new MPS shares per Banco BPM share, valuing the target at €25.3 billion—matching its current market capitalization—and 6.958 MPS shares per Banca Generali share, a 10% premium to its €8.7 billion market value. Shares in all three banks declined slightly on Friday.
Major MPS shareholders include Delfin, the holding company of the Del Vecchio family (17.5%), businessman Francesco Gaetano Caltagirone (10.3%), and the Italian state (4.9%). Banca Generali’s largest shareholder is Generali itself, which also holds stakes in MPS and Banco BPM through its network.
