Intesa Sanpaolo has put forward a cash-and-share offer worth €30.6bn ($35bn) for Monte dei Paschi di Siena after Banco BPM’s merger of equals proposal for MPS.
Intesa said that, if completed, the deal would create the euro zone’s second-largest banking group by market value after Santander.
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The combined group would have a market capitalisation of €126bn and a net income objective of €16bn in 2029.
To address potential antitrust issues, Intesa has agreed with insurer Unipol to dispose of a banking business including 635 MPS branches, or about half of the lender’s retail network, along with the MPS brand, should the acquisition succeed.
The arrangement is intended to reduce competition concerns and preserve MPS as a retail banking name.
MPS, which was rescued by the Italian government in 2017 and returned to private ownership in 2023-2024, has moved to the centre of Italy’s latest banking consolidation wave.
Earlie this year, Monte dei Paschi board approved a full merger with Mediobanca, which will result in Mediobanca being delisted from the Milan stock exchange.
Last year it acquired Mediobanca, becoming the biggest shareholder in Generali, Italy’s largest insurer. Those holdings are among the key assets sought by Intesa.
On Sunday, Banco BPM said its board had unanimously approved a plan to open talks with MPS over a possible €50bn combination.
A merger between Banco BPM and MPS would form Italy’s second-largest bank, ahead of UniCredit, which retracted its bid for Banco BPM due to unmet conditions related to the golden power authorisation last year.
Intesa said it would keep Mediobanca and its brand, about 625 MPS branches and a limited portion of MPS central structures, together accounting for roughly 80% of MPS and Mediobanca’s 2025 net income.
The bank said the merged group would hold about €1,700bn in customer financial assets, including more than €250bn from the retained MPS perimeter, and serve more than 27 million customers, around 20 million of them in Italy.
Banco BPM, outlining its own proposal, said a combination with MPS would produce a group with a market capitalisation of more than €50bn.
It said the transaction would expand the strategic options linked to MPS’s holding in Assicurazioni Generali and would result in a pro-forma CET1 ratio of around 15%, value creation of at least €5.5bn and earnings per share accretion of more than 10%.
