Monte dei Paschi di Siena shareholders rejected the whole of chief executive Luigi Lovaglio’s defence plan on Thursday, clearing the way for Intesa Sanpaolo’s takeover offer for the bank to proceed. With 65.85 percent of the capital present at the Siena meeting, shareholders voted down the merger of Mediobanca into Monte dei Paschi by 63.65 percent to 32.91 percent, short of the two thirds the merger needed, and then rejected the exchange offer for Banco BPM by 91.1 percent against to 6.47 percent in favour, ANSA reported. The offer for Banca Generali, the second leg of the plan, was voted on in the same session, and FISAC CGIL’s summary of the meeting records the entire plan as rejected, including the roughly 4 billion euro extraordinary dividend and the capital reduction linked to it. With the merger gone, the demerger items tied to it were not dealt with.
The plan was Lovaglio’s answer to Intesa. To fend off the 33 billion euro offer from Italy’s largest bank, he proposed twin all share offers for Banco BPM and Banca Generali worth a combined 34 billion euros, alongside the Mediobanca merger and the extraordinary dividend. Intesa had said on October 3 that its offer would lapse if shareholders approved even one of the two offers, so Thursday’s rejections remove the condition that would have killed the bid, and the offer stays in the field subject to its remaining regulatory steps. The rejection was driven by the bank’s large holders, led by Delfin and the Caltagirone group, and by international funds, while the Italian Treasury and Banco BPM itself did not take part in the vote, as both had announced.
Lovaglio did not concede the contest. He told the meeting the vote was not the final verdict on the future of the Monte, only a step, and that a long road still runs to the antitrust proceeding before the shape of any Intesa operation, and any remedies attached to it, can be known. He argued that his plan had forced Intesa to improve its offer, and small shareholders in the room applauded him at length for defending the bank’s autonomy. The arithmetic, though, is now against him: the strategy he built to keep Monte dei Paschi independent has been voted down piece by piece, and what happens next sits with Intesa’s offer and the shareholders who will be asked to tender into it.