MPS defensive strategy collapses ahead of decisive shareholders vote
The last chance for Monte dei Paschi di Siena to avoid being absorbed by Intesa Sanpaolo has effectively ended, as key shareholders confirmed they will vote against its proposed merger plan — clearing the path for Intesa’s €35 billion takeover bid.
Two-thirds majority now impossible
Italian law requires a two-thirds majority of represented capital to approve extraordinary corporate actions. By refusing to back MPS’s plan to acquire Banco BPM and Banca Generali, major stakeholders have made approval mathematically unachievable. The ‘no’ coalition — including Caltagirone (10.3%), Delfin (17.5%), Edizione (1.45%), and Praude (0.72%) — holds more than 33% of MPS shares, far above the threshold needed to block the deal.
Francesco Gaetano Caltagirone’s FGC holding, the second-largest shareholder, announced unanimously its board would vote against all five emergency resolutions at the October 29, 2023 meeting. Similarly, investment fund Praude confirmed it would reject the strategy and instead tender its shares to Intesa, calling the offer “fair and convenient.”
Crédit Agricole shuts down BPM merger path
The collapse was cemented by Olivier Gavalda, CEO of Crédit Agricole, which owns 29.3% of Banco BPM. On October 8, 2023, he publicly declared the French group would not transfer its stake to MPS, deeming the proposal “not sufficiently attractive.” This decision, made after Banco BPM’s board suspended talks on August 1, removed the central pillar of MPS’s anti-takeover strategy — a merger that would have created a regional powerhouse with nearly €500 billion in assets.
Unipol moves forward with branch acquisition
With MPS’s independence no longer viable, attention has shifted to Unipol’s planned acquisition of 635 MPS branches. The insurer’s €2.5 billion capital increase will fund the purchase, with new shares priced at €20.56 each, a 18.75% discount to its theoretical ex-rights value as of October 7. Subscription opens on October 12, with rights tradable on Euronext Milan until October 20. Major investors representing over half of Unipol’s capital have already pledged support.
What this means for Italians
For the 2 million customers affected, the transition won’t change daily banking. But the shift reshapes Italy’s financial map: Intesa Sanpaolo will absorb MPS’s nationwide network, while Unipol gains critical scale in Central and Northern Italy. For investors, the Del Vecchio family’s decision to back Intesa — and its existing 3.8% stake in the larger bank — signals a consolidation that could elevate its influence beyond banking into broader financial services.
Background: Monte dei Paschi di Siena, founded in 1472, is the world’s oldest bank. Intesa Sanpaolo, Italy’s largest financial group, controls over €1 trillion in assets. The outcome of the October 29 vote will finalize one of the most consequential banking realignments since the 2010s.
*The vote will not be a formality — it will be the end of an institution.
