Monte dei Paschi Shareholders Reject CEO's Defense Plan with 91% Opposition, Clearing Path for Intesa Takeover
nashnova research
Monte dei Paschi shareholders voted roughly 91% against CEO Luigi Lovaglio's acquisition-based defense plan, removing the last barrier to Intesa Sanpaolo's roughly €35 billion hostile bid — and effectively ending Italy's dream of a banking 'third pole.'
What exactly did shareholders vote down?
Lovaglio's defense had two prongs: simultaneously acquire Banco BPM and Banca Generali, the wealth-management arm of insurer Assicurazioni Generali, to build a third-largest banking group in northern Italy.
This means → had the plan passed, Monte dei Paschi would have become the acquirer, not the target, leaving Intesa's hostile bid with no foothold.
Shareholders also rejected Lovaglio's proposal to delist Mediobanca via a break-up. In plain terms = every card the CEO held was taken off the table.
Why did this defense plan even reach a vote?
Lovaglio's earlier play — a "merger of equals" with Banco BPM — collapsed in July after Banco BPM's largest shareholder, Crédit Agricole, blocked it.
With the softer option gone, he pivoted to the more aggressive twin-acquisition plan. This reflects a management team that had run out of moderate defenses under Intesa's pressure.
The 91% rejection signals that the vast majority of shareholders preferred Intesa's offer to another management-led gamble.
How will Monte dei Paschi be carved up after the deal?
According to the Financial Times, citing people familiar with the discussions: more than half of Monte dei Paschi's branches will be transferred to insurer Unipol; Intesa will keep Mediobanca, which Monte dei Paschi acquired last year.
Mediobanca holds a 13% stake in Generali. This means → what Intesa really wants is not Monte dei Paschi's retail network but the equity pathway into Generali.
Given Intesa's dominant market position, sources expect antitrust regulators to require Intesa to sell additional branches to UniCredit.
Why did Italy's banking 'third pole' fall apart?
After privatizing Monte dei Paschi, Rome hoped a merger with Banco BPM would create a force capable of challenging the Intesa–UniCredit duopoly.
Over the past two years, more than a dozen takeover bids — successful and failed — have reshaped the landscape. In plain terms = the government wanted a three-way standoff, but the market delivered a "big fish eats mid-sized fish" outcome instead.
Lovaglio insists "the game isn't over," but a 91% vote against leaves him almost no room to maneuver. Whether antitrust review can impose meaningful conditions on Intesa is now the key variable determining how this deal ultimately lands.
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