MILAN – In a surprise move set to completely reshape the European banking landscape, Intesa Sanpaolo has announced the launch of a voluntary public tender and exchange offer (OPAS) for all outstanding shares of Monte dei Paschi di Siena (MPS). The transaction, presented today by Chief Executive Officer Carlo Messina, aims to create the Eurozone’s second-largest banking group by market capitalization and an undisputed leader in Wealth Management, with approximately €2 trillion in client financial assets by 2029.
The Offer and Transaction Structure
The deal offers highly attractive terms for MPS shareholders: Intesa Sanpaolo is proposing 16 newly issued ordinary shares for every 10 MPS shares tendered, plus a cash component of €1.00 per share. The offer values MPS at €10.091 per share, for a total consideration of €30.6 billion.
This represents a 12.5% premium over MPS's closing price on June 5, 2026, and more than 17% above the stock's average trading price over recent months. The effectiveness of the offer is subject to a minimum acceptance threshold of 66.67% of MPS's share capital.
Antitrust Concerns Addressed Through Unipol Agreement
To prevent potential regulatory and market concentration issues, Intesa Sanpaolo has simultaneously entered into a binding agreement with Unipol Assicurazioni.
The agreement provides for the carve-out and subsequent cash sale to Unipol of an independent banking entity that will retain the MPS brand, including approximately 635 branches and the vast majority of the Siena-based bank's central operations.
The estimated consideration for this disposal is between €3 billion and €3.5 billion.
What Intesa Keeps: The Mediobanca "Treasure Chest"
Following the formal integration, Intesa Sanpaolo will retain approximately 625 MPS branches within its perimeter. More importantly, it will keep the entirety of Mediobanca—controlled by MPS and included in the integration scope—along with its brand.
This strategic move enables Ca' de Sass to absorb businesses accounting for approximately 80% of the combined net profit generated by MPS and Mediobanca, securing a dominant position in Italy's consumer finance market through Compass and doubling its strength in Corporate & Investment Banking (C&IB).
Billions in Synergies and "Zero Social Impact"
According to the plan presented to analysts, annual pre-tax synergies are expected to reach €2.9 billion by 2029, evenly split between revenue enhancements and cost reductions.
On the employment front, Messina stressed that the transaction will entail no social costs. The plan foresees 6,800 departures exclusively on a voluntary basis, fully offset by the hiring of an equal number of young employees on a one-to-one replacement basis.
Next Steps and Timeline
The roadmap for the transaction has already been defined. Following today's announcement, the offer document is expected to be filed by the end of June 2026.
On September 10, 2026, Intesa Sanpaolo's extraordinary shareholders' meeting will be convened to approve the capital increase required for the share exchange.
Between late September and December, approval from Consob and the relevant supervisory authorities is expected, paving the way for the acceptance period to begin. Final settlement of the offer is anticipated by the end of 2026.