Consob clears Intesa Sanpaolo's bid for Monte dei Paschi, offer opens 24 November

The regulator's sign-off

Consob, Italy's market regulator, approved the offer document and prospectus for the public exchange and purchase offer (Opas) that Intesa Sanpaolo has launched on Monte dei Paschi di Siena (MPS). The decision came at a Sunday meeting on 8 November 2026, chaired by Guido Stazi, and cleared the last step before shares could be tendered. Intesa said in a statement that the acceptance period, agreed with Borsa Italiana, will run from 8:30 on 24 November to 17:30 on 22 January 2027, subject to extensions. One report, from Il Messaggero, instead gives 27 January 2027 as the final day for tendering. Shares moved only slightly on Monday, 9 November, with Intesa up 0.7% and MPS up 0.6% in early trading.

Terms of the offer

Each MPS share tendered would be exchanged for 1.25 euros in cash and 1.664 newly issued Intesa Sanpaolo ordinary shares. The cash component was raised by 25 cents on 3 October, and the exchange ratio, which had started at 1.6, was adjusted to offset the effect of an interim dividend paid by Intesa. The offer is valued at 31.4 billion euros, although one English-language ANSA report gives 31.8 billion. Payment for shares tendered in the main window is scheduled for 29 January 2027. Intesa has also said that, if the conditions are met, the acceptance period could be reopened on a voluntary basis for five trading sessions, from 1 to 5 February 2027, with payment for those shares due on 12 February 2027.

Shareholders and the 66.67% threshold

Intesa is aiming to reach at least 66.67% of MPS capital, a level that is a condition for the offer to take effect. Delfin, the holding vehicle of the Del Vecchio family, holds 17.53% of MPS, Edizione holds 1.45% and the Praude fund holds 0.72%. Delfin, Edizione and Praude have not declared an explicit intention to tender. The Caltagirone group, with 12.66%, and other large funds openly rejected the defense plan of MPS chief executive Luigi Lovaglio before and during the shareholder meeting. That meeting, on 29 October, voted down a plan that would have included acquisitions of BancoBpm and Banca Generali and a merger with Mediobanca.

Delfin (Del Vecchio family)17.53

Caltagirone group12.66

Edizione1.45

Praude fund0.72

Delfin (Del Vecchio family)

17.53 % of MPS capital

Caltagirone group

12.66 % of MPS capital

Edizione

1.45 % of MPS capital

Praude fund

0.72 % of MPS capital

Data from the article text

The combined group

If the offer succeeds, the combined group would have a market capitalization above 120 billion euros, around 27 million customers and client financial assets close to 2,000 billion euros. Expected annual synergies at full run-rate in 2029 total about 2.9 billion euros, made up of 1.5 billion from operating efficiencies and 1.4 billion from higher commercial revenue, partly tied to overlaps with Mediobanca in corporate and investment banking. Integration costs are estimated at about 2.1 billion euros. Among eurozone banks, excluding those in the UK and Switzerland, the group would hold a podium place, competing for first with Spain's Banco Santander and trailing closely behind France's BNP Paribas.

Operating efficiencies1.5

Higher commercial revenue1.4

Operating efficiencies

1.5 billion euros

Higher commercial revenue

1.4 billion euros

Data from the article text

What comes next

The prospectus is expected to be published on Tuesday, 10 November. MPS's board must still assess whether the offer is fair, and the bank has said it will complete that review within November. The board is expected to begin its analysis during the week of 9 November. Under the existing arrangement, Intesa would transfer 635 branches to the insurance group Unipol, led by Carlo Cimbri, and Unipol would be involved in a second phase if the offer goes through. Antitrust authorities have asked for a further small package of branches to be sold to a third party.