Monte dei Paschi di Siena’s proposed takeovers of Banco BPM and Banca Generali lost support from two influential shareholders before a decisive vote on 29 October. FGC, the holding company of entrepreneur Francesco Gaetano Caltagirone, said it would oppose all five extraordinary resolutions at the MPS meeting. Caltagirone’s group owns 10.26% of MPS. Separately, Crédit Agricole chief executive Olivier Gavalda said the French bank would not tender its 29.3% Banco BPM stake into the MPS offer because the terms were not sufficiently attractive.
MPS proposed the two share-exchange offers as part of chief executive Luigi Lovaglio’s response to Intesa Sanpaolo’s competing takeover bid for the Siena-based lender. The plan also includes a merger with Mediobanca, related demergers and a capital reduction linked to an extraordinary distribution. Approval requires support from MPS shareholders at the extraordinary meeting. The latest opposition follows Intesa’s decision to improve the cash component of its own offer while retaining the proposed share exchange.
OPPOSITION NARROWS THE DEFENCE PLAN’S PATH
FGC said its board adopted the assessment of its independent directors and unanimously decided to vote against every extraordinary agenda item. The resolutions include capital increases needed to fund the Banco BPM and Banca Generali offers. The position does not by itself commit Caltagirone’s MPS shares to Intesa, but it removes support from one of the bank’s largest shareholders.
Crédit Agricole’s decision creates a separate obstacle at Banco BPM. Its 29.3% holding means MPS cannot count on the target’s largest shareholder at the current exchange terms. The French group has previously described Banco BPM as a strategic investment and has increased its economic exposure while stopping short of a takeover bid.
INTESA GAINS MOMENTUM BEFORE THE VOTE
Intesa raised the cash element of its offer to €1.25 for each MPS share, alongside 1.6 newly issued Intesa shares. It has also secured support from Delfin, MPS’s largest shareholder with a 17.6% stake, and from Edizione. The combination of declared support for Intesa and opposition to the defence resolutions increases pressure on MPS management to persuade institutional investors.
The 29 October meeting is the next formal milestone because shareholders must authorise the measures supporting the Banco BPM and Banca Generali bids. Proxy-adviser recommendations and voting intentions from investment funds will determine whether the defence plan remains viable. Until that vote, the transactions remain proposals and Intesa’s offer remains subject to its own conditions and acceptance process.