Banca Monte dei Paschi di Siena announced on 21 August a voluntary all-share exchange offer for all of Banco BPM, valuing the Milan lender at about €25.31bn, as part of a €34bn double bid that also targets Banca Generali.
Why Banca Monte dei Paschi di Siena S.p.A. is buying Banco BPM S.p.A.
MPS said the offers would create a national champion with strengths in banking, advisory and wealth management, with about €466bn of pro forma assets and €810bn of total financial assets. It expects pre-tax run-rate synergies of about €2.6bn a year, including €0.8bn from its integration of Mediobanca, and one-off integration costs of about €2.5bn between 2027 and 2029.
Deal terms and financing
Banco BPM shareholders would receive 1.567 newly issued MPS shares per share, implying €16.729 a share and no premium to official prices on 19 August. If both offers were fully accepted, existing MPS shareholders would own about 50.1% of the combined group and Banco BPM holders about 37.2%. MPS also proposed a €4bn extraordinary distribution to its own shareholders, conditional on either offer succeeding.
Regulatory approvals and timing
The offer needs approval from MPS shareholders on 29 October 2026 under Article 104 of the Consolidated Finance Act, a minimum 50% plus one share acceptance and regulatory clearances. MPS expects completion by mid-February 2027. On 14 September, at Consob's request, MPS recalculated the terms against 5 June prices, the last day before Intesa's offer, showing an 8.1% discount for Banco BPM shareholders.
Market context
Intesa Sanpaolo launched an exchange offer for MPS on 8 June, the day after Banco BPM proposed a merger of equals with MPS; Banco BPM ended those talks on 31 July. MPS chief executive Luigi Lovaglio described the new offers as a friendly combination, although they were not agreed with Banco BPM's board.
