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MPS Shareholders Reject Lovaglio Plan, Clearing Way for Intesa Bid

The vote removes a key shareholder obstacle to Intesa’s takeover with formal Consob approval and antitrust review still required

Overview

  • Shareholders at Thursday’s assembly voted down Luigi Lovaglio’s defence package, rejecting the proposed merger with Mediobanca by about 63.7% and overwhelmingly rejecting the exchange offers on Banco BPM and Banca Generali.
  • Roughly two thirds of MPS capital was represented at the meeting, giving the ballot decisive weight and reflecting coordinated opposition from big investors such as Delfin, the Caltagirone group and Norges Bank along with negative recommendations from proxy advisers.
  • Intesa Sanpaolo said it has obtained the final foreign pre-authorisations after ECB approval, a step the bank says satisfies conditions tied to launching its public offer for control of MPS.
  • Before Intesa can publish its offer and seek shareholders’ acceptance it must secure Consob approval of the offer document and clear an antitrust review, processes that will define any required remedies and the final perimeter of the deal.
  • The outcome weakens Lovaglio’s strategy and leaves his leadership uncertain while the result shifts the debate to regulatory steps, possible asset transfers and how the deal will affect local jobs, branch networks and control of stakes in Generali and Mediobanca.