About 3% of MPS shareholders oppose takeover offers and Mediobanca merger
Key Facts
Norges Bank Investment Management said it will vote against Banca Monte dei Paschi di Siena’s two offers to acquire Banco BPM and Banca Generali, taking a position that goes beyond opposing a single deal to reject key elements of the bank’s defensive plan. Corriere della Sera reported that the fund will also oppose merging Mediobanca into the bank and the extraordinary distribution from reserves. The fund owns about 3% of MPS shares, making it the first major institutional investor to announce opposition to both offers, according to the newspaper. The bank’s shareholders are scheduled to vote on the plan at a meeting on October 29. The fund’s announcement sets out its position on the proposals, but does not by itself determine the vote’s outcome.
Norges’ opposition covers several interconnected decisions in MPS’s strategy: the acquisition of an Italian bank and a wealth management company, the merger of Mediobanca, and a proposed extraordinary distribution from reserves. By contrast, a Reuters report published via Euronext said the fund will support the share buyback program and the purchase of Mediobanca’s stake in Generali. This means its position is not a rejection of every part of the plan, but a different vote on each proposal. Published reports did not specify the level of support or opposition expected from other shareholders. This mix of decisions will be put to shareholders at the meeting scheduled for October 29.
The fund linked its assessment of the deals to principles concerning shareholder interests and decision-making. Corriere della Sera said Norges believes the deals “should maximize shareholder returns,” alongside requirements for adequate transparency, fair treatment and the avoidance of conflicts of interest. These principles provide a general framework for its position on the offers, merger and distribution, without the sources attributing a separate explanation for each objection to the fund. Norges held 2.98% of MPS shares at the end of December 2025, according to a Reuters report published via Euronext. Corriere’s more recent estimate puts its holding at about 3% when its report was published on October 24, 2026.
Norges’ announcement followed calls by proxy advisers ISS and Glass Lewis for MPS shareholders to reject the offers to acquire Banco BPM and Banca Generali, according to Reuters via MarketScreener. ISS said shareholders were being asked to vote on the bank’s expansion vision through two deals while it was still integrating its earlier acquisition of Mediobanca. Glass Lewis’s recommendation to reject the Lovaglio plan said its main rationale was the need to preserve investors’ options at a “highly consequential stage.” Opposition from an institutional investor with a stake of nearly 3% adds to the advisers’ position, but remains part of a voting process whose outcome has not yet been decided. The proposals to be put forward also cover expansion, the merger and the distribution, not just the two takeover offers.
The plan is linked to a broader contest between MPS and Intesa Sanpaolo, which has made an offer to acquire the bank. Reuters reported via Euronext that Intesa’s cash-and-stock offer was valued at 34 billion euros in October 2026, and that Intesa offered an additional 800 million euros in cash to MPS shareholders if they rejected the counterplan. The report added that MPS shareholders’ approval of either of the bank’s two offers could, under the terms of Intesa’s offer, give Intesa the right to withdraw it. Against this backdrop, Corriere della Sera said the general assembly of the MPS foundation had directed its governing body to support the bank’s strategy to block Intesa’s offer, while leaving open the possibility of considering other extraordinary transactions if the chief executive’s plan did not secure enough votes. These facts place the October 29 vote within a choice between MPS’s defensive plan and Intesa’s offer, without establishing the vote’s outcome or its ultimate effect on the deal.
MPS’s official document sets out one aspect of the expansion proposed in the Banca Generali deal: adding about 2,500 financial advisers and total financial assets of 117 billion euros to the combined group. These are estimates in the offer document, not the result of a completed deal. In trading, EL7 data recorded BMDPF shares closing at 12 on October 22, 2026, without specifying the currency in the value record. The available data do not link this close to Norges’ announcement or the outcome of the shareholders’ vote. The next step specified in the reports is the MPS shareholders’ meeting on October 29, where the offers, merger and extraordinary distribution will be put to a vote.