Banco BPM Board Rejects Unsolicited MPS Exchange Offer

Banco BPM's board of directors evaluated Monte dei Paschi di Siena's voluntary exchange offer on August 25, 2026, officially declaring the 25.3 billion euro proposal unsolicited, unagreed, and lacking an acquisition premium for shareholders.

The exchange offer announced on August 21 proposes a swap ratio of 1.567 newly issued MPS shares for each Banco BPM share, translating to an offer price of 16.729 euros per share. Banco BPM noted that the proposal constitutes a direct acquisition rather than the merger structure previously proposed in June 2026.

The target institution confirmed its position following a formal board meeting to assess the strategic move.

"The offer was promoted on the initiative of MPS without having been previously agreed with Banco BPM nor solicited by the latter," stated the Board of Directors, Banco BPM.

The board emphasized the structural differences between this takeover attempt and prior discussion attempts.

"The offer, which by its nature represents a operationally different transaction from the one proposed by Banco BPM to MPS with the letter of June 7, 2026 as it configures itself as an acquisition, not a merger between the two banks, does not present a premium for Banco BPM shareholders," stated the Board of Directors, Banco BPM.

The stance aligns with Banca Generali, which also faces an 8.7 billion euro exchange offer from MPS. The wealth management company issued a matching declaration regarding the unrequested nature of the takeover bid.

"The offer was not solicited nor previously agreed upon, while the more detailed analysis of the terms and characteristics of the offer is ongoing," stated Banca Generali.

Banca Generali added that its official position will be delivered in accordance with statutory timelines.

"The institution will express its position on the offer within the timeframes and in the manner provided by law," stated Banca Generali.

Meanwhile, proxy advisor Glass Lewis recommended that Intesa Sanpaolo shareholders vote in favor of a capital increase on September 10, 2026, to service its own public offer for MPS. However, rating agencies Moody's and S&P warned of significant execution risks and integration challenges across differing corporate cultures.

Italian local authorities met with Economy Minister Giancarlo Giorgetti to address the ongoing consolidation efforts. Regional leadership emphasized maintaining the bank's national integrity while protecting regional banking access.

"The Minister said that the MEF will not sell its stake," stated Eugenio Giani, President, Tuscany Region.

Giani noted that the decision provides stability for public interest during structural shifts.

"Undoubtedly, it is important that it was emphasized how the State will not sell that 4.8% of shares and they will therefore be a tool to activate what is in the general interest," stated Eugenio Giani, President, Tuscany Region.

Siena Mayor Nicoletta Fabio confirmed that the ministry remains open to reviewing strategic proposals without bias.

"From the Minister there was a willingness to evaluate also those that are the new proposals that are on the table today, therefore the new proposal of CEO Lovaglio without prejudice and with impartiality," stated Nicoletta Fabio, Mayor, Siena.

Fabio indicated that recent discussions opened new perspectives on the bank's future trajectory.

"I believe this is an interesting fact that probably if this meeting had taken place a few days ago, as was originally planned, would not have been on the table," stated Nicoletta Fabio, Mayor, Siena.

Local governance remains aligned on protecting the institution's strategic role across Italy.

"The integrity of Banca Monte dei Paschi is fundamental for Siena and for Tuscany but above all for Italy, for our companies and for a credit system that can provide answers to everyone," stated Agnese Carletti, President, Province of Siena.

Carletti highlighted that regional bodies share a unified stance on the matter.

"Our provincial, municipal and regional councils found themselves united and in agreement and today we were able to bring those issues to the Minister who listened to us," stated Agnese Carletti, President, Province of Siena.

Regional leaders plan to engage parliamentary representatives to broaden awareness regarding the bank's structural importance.

"We obviously spoke about how much the integrity of the bank Monte dei Paschi di Siena is not just a Siena or Tuscan issue but is a national issue. The integrity of the bank is fundamental for the Italian credit system. We are convinced of this and today we were able to pose the topic to the Minister who listened to us. Now we will continue to work to ensure that this movement that has reunited local authorities in the territory can also reach our parliamentarians so that awareness grows more and more," stated Agnese Carletti, President, Province of Siena.

Lombardy Region President Attilio Fontana addressed potential local impacts surrounding the former Popolare di Milano group at the Rimini Meeting.

"Let us leave to the government the choices that belong to the government and let us leave to the market the choices that belong to the market. We are always respectful observers and defenders of our region, of the interests of our region," stated Attilio Fontana, President, Lombardy Region.

When questioned on how far the region would go to protect its banking sector, Fontana defined the scope of regional intervention.

"As long as the law allows us to do so," stated Attilio Fontana, President, Lombardy Region.

Market closing data for involved institutions on August 25, 2026 reflect ongoing volatility across the sector.