Shareholders of Monte dei Paschi di Siena (MPS) have decisively rejected the defensive strategy proposed by CEO Luigi Lovaglio to counter the public takeover bid from Intesa Sanpaolo. The assembly, held in Siena on October 29, 2026, saw a strong majority vote against the bank's counter-offers, signaling a significant shift in the ongoing corporate battle. With 65.86% of the company's capital represented, the decision marks a critical turning point in the dispute between the two major Italian banking groups.
The primary focus of the vote was the two public exchange offers (Ops) proposed by MPS for Banco Bpm and Banca Generali. These moves were intended to strengthen MPS's position and force Intesa Sanpaolo to improve its bid. However, the shareholders were not convinced by the rationale. The opposition to these exchange offers reached 90.9% of the capital present. Only 6.66% voted in favor, while 2.41% abstained, indicating a near-unanimous rejection of the specific financial instruments proposed by the management.
In addition to the share swaps, the assembly also considered a merger with Mediobanca, which was included in the agenda as part of the broader resistance plan. This proposal also failed to gain traction, being rejected by 63.65% of the votes cast. The consistent rejection of these strategic maneuvers suggests that the investor base views the current counter-strategy as insufficient to adequately challenge Intesa Sanpaolo's ultimatum.
The only item on the agenda to receive approval was the confirmation of board members Gianluca Brancadoro and Alessandro Caltagirone. Both directors had been appointed on September 8, and their retention was the sole positive outcome for the management's proposed agenda. This narrow approval highlights the specific nature of the shareholders' discontent, which was directed at the financial strategy rather than the individual composition of the board.
Major shareholders, including holding companies Delfin (17.53%) and Caltagirone (10.26%), played a pivotal role in the outcome. Their collective stance reflected a broader sentiment among significant investors that the proposed measures did not offer sufficient value or protection against the Intesa Sanpaolo bid. CEO Lovaglio had described the plan as a necessary response to the pressure from Intesa, aiming to maximize the bank's leverage in negotiations.
With the rejection of the Ops and the Mediobanca merger, MPS now faces a new chapter in its corporate history. The future trajectory of the bank will depend heavily on the decisions made by the Antitrust authorities regarding the takeover bid. Additionally, the board of directors must now determine how to proceed in maximizing shareholder value under the revised circumstances, navigating the complex regulatory and financial landscape that defines the current Italian banking sector.
