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Mps Shareholders Reject Lovaglio Plan, Clearing Way for Intesa Takeover

Final foreign and ECB clearances for Intesa trigger a Consob review that should allow a public takeover offer within about ten days.

Overview

  • The Monte dei Paschi di Siena shareholders' assembly, which met Thursday, recorded about 65.86% of capital present and voted down the proposed merger with Mediobanca by roughly 63–64% of votes.
  • Two board nominees, Gianluca Brancadoro and Alessandro Caltagirone, were confirmed by large majorities while other parts of CEO Luigi Lovaglio's defensive package lost support.
  • Intesa Sanpaolo said it has obtained the final preventive authorizations from foreign authorities after earlier ECB approval, a step that meets the effectiveness condition for its bid and puts the offer prospectus up for Consob review; Consob is Italy’s market regulator and normally decides within about ten days.
  • A bloc of major shareholders including Delfin, Caltagirone, Norges Bank and investors guided by proxy advisors ISS and Glass Lewis opposed key elements of Lovaglio’s plan, while the Italian Treasury and Banco BPM stayed neutral or did not deposit shares to avoid conflicts.
  • The likely outcome is that Intesa will move to a formal public offer that will determine control of Mps and the future of strategic assets such as the Mediobanca stake and Generali exposure, with direct consequences for employees, local branches and regional political stakeholders.