Shareholders in Monte dei Paschi di Siena (MPS) on Thursday rejected the proposed merger of the bank with Mediobanca, part of chief executive Luigi Lovaglio's plan to fend off a 33-billion-euro takeover bid from Intesa Sanpaolo, according to ANSA. The merger needed the support of two-thirds of the capital; 63.65% of the capital present at the meeting voted against, 32.91% in favour and 3.42% abstained.
The meeting rejected every proposal on the agenda except the confirmation of two directors. The public exchange offers for Banco BPM and Banca Generali, which ANSA put at a total outlay of around 34 billion euros, were rejected by approximately 91 per cent of the voting capital.
HOW THE VOTES FELL
Turnout was 65.86 per cent of the share capital. The offer for Banco BPM was opposed by 91.1 per cent of the capital present, and the offer for Banca Generali by 90.9 per cent of the capital present, which represented 66 per cent of the total.
Shareholders also rejected a voluntary reduction in share capital under Article 2445 of the Civil Code, with the 'no' vote at 90.73 per cent of the voting capital. With the merger defeated, the agenda item on the demerger of Mediobanca was cancelled.
The votes against the merger represent around 42 per cent of MPS's total share capital, above the 33 per cent threshold that was enough to reject it. According to the report, the main shareholders voted against, starting with Delfin and Caltagirone, who together hold almost 30 per cent of the share capital, alongside other major shareholders with a combined stake of around 12 per cent.
THE BID AND THE DEFENCE
Intesa announced its takeover plan for MPS in June, offering €10.09 per share, worth €30.6 billion at the time, FStech reported. The European Central Bank has granted provisional approval to the bid, which still needs approval from the Italian securities regulator Consob and then the Italian Competition Authority.
Lovaglio launched all-share bids for Banco BPM and Banca Generali in August, worth €34 billion, to fend off Intesa. At the start of October, Delfin, MPS's largest shareholder, backed Intesa's offer and said it would tender its 534.7 million shares, a 17.6 per cent stake. Intesa also offered shareholders an additional €800 million in cash if they rejected Lovaglio's plan in the 29 October vote.
MPS consolidated Mediobanca from 30 September 2025, lifting its total assets to €241.6bn. To address competition concerns, Intesa has committed to sell approximately half of MPS's 1,252 branches to the insurer Unipol.
REACTIONS
Intesa Sanpaolo welcomed the outcome: it had not made its bid conditional on the merger being rejected, but had hoped Siena's shareholders would vote against it. Lovaglio said: "We were aware of the positions of certain major shareholders and knew that the arithmetic of the merger would be difficult."
"The game isn't over yet, and the responsibility to maximise value remains," Lovaglio said, adding that the outcome would depend on the terms of the takeover bid, the decisions of the Competition Authority and the level of acceptance.
THE TGB VIEW
MPS faces a much larger bidder: in the TGB Bank Rankings for Europe, which rank banks by total assets, Banca Monte dei Paschi di Siena is 38th with US$283.9bn at December 2025, while Intesa Sanpaolo is 13th with US$1,127.9bn. Intesa's return on equity for 2025 was also higher, at 14.3% against 9.7% at MPS. The next tests are the decisions of Consob and the Competition Authority, which FStech reported are both expected before the end of 2026.
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