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MPS board says Intesa's raised cash offer still undervalues it, citing a premium below sector averages

Published
Score
12

Why it matters

Monte dei Paschi di Siena's board said on October 12, 2026, that Intesa Sanpaolo's revised offer still falls short. The board's main objection is the premium, which it puts at roughly 15.3% against a benchmark of about 30% for comparable Italian bank offers. It also argues that most of the offer's value is paid in Intesa shares, leaving MPS holders exposed to Intesa's performance. Intesa has warned it could withdraw the bid if MPS shareholders back alternative deals later this month. The sweetened terms raised the cash component by 25 euro cents to €1.25 per share. The exchange ratio stays at 1.6 Intesa shares per MPS share. Intesa also pledged on October 3 to pay MPS shareholders a further €800 million in cash if they reject MPS's counter-plan.

Sources disagree on the headline value. The total consideration is given as €31.4 billion in one account and about €34 billion in a Reuters-based report. The deal began on June 8, 2026, when Intesa launched a cash-and-share offer one day after Banco BPM approached MPS about a merger of equals. The original terms carried a 12.5% premium to MPS's June 5 close. In July, MPS's board said the premium was too low and equal to about 30% against the official price the day before the announcement. MPS also argues that most of the offer's synergies depend on breaking up its group across separate ownerships and industrial parameters. The competition question remains open: Intesa planned to sell MPS branches and assets to Unipol to address antitrust concerns, with Unipol combining them with BPER Banca under the Monte dei Paschi name.

The outcome would reshape Italian banking and produce the largest banking transaction in Italian history. The next decisive point is the October 29 shareholder meeting. CEO Luigi Lovaglio has asked investors to back the counter-plan at that vote, even if they plan to accept Intesa's offer later. According to MPS, Intesa's offer will be declared ineffective if the meeting approves at least three of the five agenda items. Lawyers should track that vote threshold, any Intesa move to withdraw, and whether the €800 million cash condition and the Unipol remedy hold up.

Sources

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