Intesa Sanpaolo launches €30.6 billion bid for Monte dei Paschi, sparking three-way Italian banking battle

The competing offers

Italy's banking sector entered a new phase of consolidation on Monday as Intesa Sanpaolo launched an unsolicited public purchase and exchange offer for Banca Monte dei Paschi di Siena (MPS), valuing the world's oldest bank at approximately €30.6 billion. The move came one day after Banco BPM, the country's fourth-largest bank, said its board had unanimously approved seeking talks with MPS over a potential €50 billion combination described as a merger of equals. MPS confirmed its board had taken note of both communications and would proceed with evaluating the unsolicited proposal from Banco BPM and the voluntary tender offer from Intesa, while stressing that all integration activities with Mediobanca are proceeding according to plan.

We will do everything necessary to complete the operation.

Intesa's offer structure

Intesa's offer consists of 1.6 Intesa shares plus €1.00 in cash for each MPS share, representing a 12.5% premium over the official closing price on 5 June. The per-share valuation works out to €10.091. If fully subscribed, the combined entity would become the euro zone's second-largest banking group by market value after Spain's Santander, with a capitalisation of €126 billion, approximately 3,000 branches, and a net income target of €16 billion in 2029. Intesa CEO Carlo Messina said the cash component represented an important anchor against potential counterbids from other operators.

The Unipol-BPER side deal

To address competition concerns, Intesa has already signed an agreement with insurer Unipol, the main investor in BPER Banca, to sell a banking entity comprising 635 MPS branches (roughly half the Tuscan bank's retail network) and the MPS brand itself. Unipol will propose a combination between BPER and the acquired branches, with the post-merger group taking the name Banca Monte dei Paschi. A capital increase of up to €2.5 billion at Unipol Assicurazioni is planned to support the transaction. Intesa and Unipol previously collaborated in a similar structure during Intesa's 2020 purchase of UBI Banca.

Market reaction

MPS shares surged 10% to €9.85 at the opening, dragging Mediobanca up 9.5% to €23.71. Generali, in which MPS became the largest shareholder following its Mediobanca acquisition, rose 2.5% to €39.82, while BPER gained 2.5%. Intesa shares slipped 3%, Unipol fell 1.6% to €20.53, and Banco BPM declined 1.1% as its merger plan faced the competing tender offer. Intesa's board also approved the acquisition of a 3.01% stake in Generali as part of its MPS bid.

The wider chessboard

MPS, bailed out by the Italian state in 2017 and reprivatised in 2023–2024 (though the Treasury retains a stake of close to 5%), emerged as a focal point for consolidation after purchasing merchant bank Mediobanca last year. That deal made MPS the largest investor in Generali, Italy's largest insurer, and those assets are among the main attractions for Intesa. Banco BPM, which holds a 3.7% stake in MPS acquired in November 2024, had itself recently been the target of a takeover bid by UniCredit, Italy's second-largest bank, though that operation fell through following the government's use of golden powers. A Banco BPM-MPS merger would create the second-biggest bank in Italy, overtaking UniCredit.