Banca Monte dei Paschi di Siena (BMPS) has reviewed early findings from advisers UBS and BofA Securities on Intesa Sanpaolo’s all-share-and-cash offer for the bank.
Under the proposal, BMPS investors would receive 1.600 new Intesa Sanpaolo shares plus €1 ($1.14) in cash for each BMPS share.
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The bank said this values the bid at a 12.5% premium to BMPS’s official share price on 5 June 2026, the last trading day before the announcement, and an 11.8% premium to the one-month volume-weighted average price.
BMPS said that this appears below the average level of premia for similar Italian banking transactions.
It cited average premia of about 30% against the previous day’s official price and about 41% against the one-month volume-weighted average price.
The offer implies a valuation of about €30.6bn for BMPS, around €3.4bn above the bank’s market capitalisation before the bid was announced.
BMPS noted that the bid is largely made up of Intesa shares, with the €1 cash element representing roughly 10% of the total consideration based on official prices as of 5 June 2026.
It said the value of the share portion will move with Intesa’s stock price until settlement, leaving BMPS shareholders exposed to market risk.
The board also said investors accepting the bid would remain exposed to risks linked to execution, integration and delivery of the assumptions behind the transaction.
It added that, based on Intesa disclosures, commercial banking market share fell between 2021 and 2025 after the UBI Banca integration.
BMPS also pointed to uncertainty over remedies tied to the planned sale of a sizeable part of its activities to Unipol and over possible regulatory reviews linked to the stake held through Mediobanca in Assicurazioni Generali.
The board also questioned Intesa’s estimated €2.9bn in annual pre-tax synergies.
These projections “appear high relative to the economic scale” of the target assets, it said.
Separately, the board said it would continue its technical review of Banco BPM’s combination proposal.
BMPS said that plan merits a “comprehensive and rigorous” examination because it outlines a possible industrial transaction that would preserve the bank’s businesses, network and brand.
The board will keep reviewing Intesa’s offer while pursuing the bank’s growth plan, the Mediobanca integration and other options, including Banco BPM’s proposal.
