One of Monte dei Paschi di Siena’s largest shareholders has come out against the bank’s plan to stay independent, making it harder for management to fend off a €35 billion takeover bid from Intesa Sanpaolo.
FGC, a holding company linked to Italian businessman Francesco Gaetano Caltagirone, said it will vote against three transactions that CEO Luigi Lovaglio proposed in August. Those deals are the purchase of Banco BPM, the acquisition of Banca Generali, and a merger with Mediobanca. The announcement was reported by Reuters.
The vote takes place at an extraordinary shareholder meeting on Oct. 29. Intesa Sanpaolo, Italy’s largest bank, has made clear that if the defense plan is approved, it will withdraw its offer. That makes the meeting a make-or-break moment for both the plan and the bid.
Why FGC’s vote matters
FGC owns 10.26% of MPS, which is a significant block. But it is not alone in opposing the plan. Delfin, a holding company controlled by the Del Vecchio family, holds 17.6%, and Edizione, the Benetton family’s investment vehicle, owns 1.45%. Together, these three shareholders control nearly 29% of the bank’s voting rights.
In many shareholder votes, especially when turnout is less than 100%, a coordinated minority can block a proposal. That means FGC’s “no” vote could be enough to sink the defense plan, even if other shareholders support it.
The three transactions are complex and would significantly reshape MPS. Buying Banco BPM would expand its retail banking footprint, while Banca Generali would add wealth management. Merging with Mediobanca would create a larger investment banking operation. But each deal carries risks and would require substantial capital and integration efforts.
Intesa’s bid is conditional on the plan being rejected. If the defense plan fails, the bid likely proceeds. If it passes, Intesa walks away, leaving MPS to pursue its own strategy.
What it means for investors
For investors, the situation is becoming more binary. The outcome now hinges less on the merits of the three deals and more on how the rest of the shareholder base votes. Smaller shareholders could tip the balance if they show up in large numbers.
If the defense plan is blocked, MPS shares are likely to trade closer to Intesa’s offer price, which represents a premium to recent levels. If the plan passes, the stock could fall as the bid disappears and uncertainty returns.
Investors should also watch whether other large shareholders, such as institutional funds, follow FGC’s lead. The more opposition, the higher the chance the plan fails.
This is not just about MPS. The outcome could influence how other European banks approach consolidation. A successful Intesa bid would create a banking giant in Italy, potentially triggering further M&A in the sector. Conversely, a blocked bid might embolden other banks to pursue defensive deals.
For now, the focus is on Oct. 29. Until then, expect volatility in MPS shares as investors weigh the odds.
Note: This article is for informational purposes only and does not constitute investment advice.
