The board of Monte dei Paschi di Siena (Mps) has formally detailed the financial terms of two voluntary public exchange offers targeting all shares in Banco BPM and Banca Generali. The combined proposal, valued at roughly €34 billion, is a direct counter to the takeover bid launched by Intesa Sanpaolo for the Tuscan lender.
Under the terms, Mps would pay €25.3 billion for Banco BPM, offering 1.567 of its own shares for each BPM share tendered. For Banca Generali, the consideration is €8.72 billion, with an exchange ratio of 6.958 Mps shares per share. The structure is designed to deliver immediate value creation and to broaden the shareholder base of the enlarged group.
A third pole in Italian banking
Chief executive Luigi Lovaglio described the transaction as a "friendly, non-hostile combination" and stressed its European significance. Speaking on a conference call with analysts, he said the combined entity "would have a pro forma market capitalisation of around €80 billion, ranking among the top ten European banks and second in Italy for customer loans and branch network."
Lovaglio added: "We are creating a stronger Italian group of European relevance, rooted in the national economy and ready to compete in a constantly evolving sector."
The bids come in response to Intesa Sanpaolo's attempt to acquire Mps, a move supported by Unipol and Bper Banca. Because of that hostile offer, Mps is subject to the passivity rule, which prevents it from making acquisitions without shareholder approval. An extraordinary general meeting was held on Thursday, where the bank's largest investors—including the Del Vecchio family (17.5%), the Caltagirone group (10.2%), BlackRock (5%), the Italian Ministry of Economy and Finance (4.8%), and Banco BPM itself (3.7%)—were asked to endorse the strategy.
The battle is reshaping Italy's banking landscape and has broader European implications, not least because France's Crédit Agricole holds nearly a third of Banco BPM's capital. A successful Mps bid would create a group with a significant Franco-Italian shareholder mix and a stronger continental footprint.
Political and regional dimensions
The contest is deeply intertwined with Italian politics. Prime Minister Giorgia Meloni's government has backed Mps's ambition to build a third banking pole, having sold part of the state's stake in 2024 to private investors and later supporting Mps's acquisition of Mediobanca while opposing UniCredit's attempt to take over BPM.
Local institutions in Siena and Tuscany have also opposed the prospect of Mps falling under Intesa Sanpaolo's control, fearing that many branches could be transferred to Unipol-BPER and that jobs at the historic Tuscan bank could be cut.
The acceptance period for the two offers is expected to run from the first half of December 2026 to the first half of February 2027, according to the company statement.
If both exchange offers are fully taken up, Mps's historic shareholders would retain a relative majority of about 50.1% of the combined group, while shareholders of Banco BPM and Banca Generali would hold 37.2% and 12.7% respectively.
Mps also outlined a strategy for "significant improvement in profitability and operating efficiency," including €15 billion in dividends over 2026-2030 and an extraordinary distribution of €4 billion, partly in cash and partly in shares.
The outcome of this high-stakes contest will determine not only the future of Italy's banking sector but also the shape of European banking consolidation. As the board's backing shows, Mps is determined to fight for its independence and its place among Europe's top-tier lenders.
