Fondazione Mps has surprisingly declared its support for Intesa Sanpaolo's voluntary public tender offer for Monte dei Paschi di Siena. The foundation, once the bank's largest shareholder, currently holds a 0,2% stake in MPS. The proposal to back the offer will be submitted to its administrative deputation on 23 October.
The foundation's stance comes less than two weeks before the extraordinary shareholders' meeting on 29 October. Shareholders will vote there on the defensive measures proposed by chief executive Luigi Lovaglio. The front opposing those measures has already passed the 34% threshold required to veto the resolutions.
FOUNDATION'S INFLUENCE HAS FADED
Until about ten years ago, Fondazione Mps was the absolute majority shareholder and the leading force in the bank's governance. Its stake was then diluted through forced sales and capital increases in which it did not participate, and has stabilised at around 0,2%.
QATARI-LINKED INVESTOR ALSO BACKS THE OFFER
On Friday 16 October, Goldstone Capital Limited, a company linked to a major private Qatari investor, also announced its support for Intesa's offer. Financial sources report that it holds between 1% and 2% of MPS's capital.
The primary shareholders of MPS have increased the likelihood of a takeover by Intesa Sanpaolo.
OPPOSITION FRONT AND PROXY ADVISERS
Delfin, with 17,6%, and Caltagirone, with 13,5%, lead the front against MPS's defences, followed by Edizione with 1,45% and Praude with 0,72%. Fondaco Lux, which manages a 0,41% stake for Fondazione Roma, has also joined that front, and Intesa's potential acquisition has received preliminary support from Fondaco Lux.
The recommendations of proxy advisers ISS and Glass Lewis further complicate Lovaglio's plans. Both advise voting against the offers for Banco BPM and Banca Generali and against the extraordinary distribution, though they support the merger with Mediobanca.
BOARD HOLDS FIRM ON DEFENSIVE OPERATIONS
The MPS board of directors has confirmed its planned operations. It still judges the consideration in Intesa's offer insufficient, even though Intesa raised the cash component from 1 to 1,25 euros per share on 3 October.
Intesa has made the success of its offer conditional on shareholders rejecting the extraordinary resolutions on the two acquisitions and on the capital reduction that would fund the extra dividend.