Italy's Largest Bank Intesa Sanpaolo's €35 Billion Bid for MPS Gains Support from Largest Shareholder
nashnova research
Delfin, the largest shareholder in MPS, has pledged to accept Intesa Sanpaolo's €35 billion cash-and-stock bid and vote down MPS management's defense plan — clearing the deal's biggest obstacle as Italian banking consolidation enters a decisive phase.
Why is Delfin the vote that matters?
Delfin is the Del Vecchio family's financial holding company. It owns roughly 17.6% of MPS and controls EssilorLuxottica, the world's largest eyewear group.
This means → Delfin is both the single largest shareholder and the most influential signal-setter. Its backing sharply raises the odds that smaller holders follow.
Delfin has committed to accepting the offer and voting against MPS management's defense plan at the October 29 shareholder meeting.
What is MPS management's defense plan?
MPS CEO Luigi Lovaglio unveiled a defense package in August, asking shareholders to approve it at a special meeting.
His argument: even shareholders willing to sell should approve the plan first — it would serve as leverage to extract a higher price from Intesa.
In plain terms = management wants to keep a shield on the table so it has bargaining power in negotiations.
How did Intesa Sanpaolo hit back?
Intesa drew a hard line: if shareholders approve the defense plan on October 29, the bid will be withdrawn.
This means → shareholders face a binary choice — approve the defense and lose the deal, or reject the defense and keep the upgraded offer.
To sweeten the terms, Intesa added €800 million in cash last Saturday, lifting the cash component by 25% from €3 billion. But measured against Friday's closing price, the overall bid rose only about 2.3%.
Why is the October 29 vote the decisive moment?
Under Italian takeover rules, any defensive measure that could obstruct a bid requires explicit shareholder authorization before it can take effect.
This reflects a regulatory framework that hands the acquirer a card: as long as shareholders do not authorize the defense, management cannot block the deal.
Whether this €35 billion transaction closes will be determined directly by the shareholder vote on that day — making it the most consequential showdown in Italy's two-year banking consolidation wave.
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