Monte dei Paschi shareholders reject Banca Generali offer by 90.9%

Key Facts

Monte dei Paschi shareholders rejected the share-swap offer to acquire Banca Generali, with 90.9% of the capital present voting against the offer at a meeting held on 29 October 2026, compared with 6.66% in favor and 2.41% abstaining. The vote followed shareholders’ rejection of a similar offer to acquire Banco BPM, a move that halted CEO Luigi Lovaglio’s defensive plan, according to ANSA. Meeting participants represented 65.85% of the bank’s capital. The plan aimed to counter Intesa Sanpaolo’s offer to acquire Monte dei Paschi. Reuters valued the two swap offers proposed by the bank at a combined approximately 34 billion euros.

Lovaglio proposed two simultaneous offers to acquire Banco BPM and asset manager Banca Generali, in an effort to fend off Intesa’s offer for Monte dei Paschi, which was valued at 33 billion euros. Intesa made an improvement to its offer conditional on Monte dei Paschi shareholders rejecting the two proposed offers. In its announcement in October, Intesa increased the cash component of its offer by 25 cents for each Monte dei Paschi share. The company said it would not waive the conditions for the offer to become effective and would seek to have them deemed unmet if specific provisions were approved. The shareholders’ rejection therefore makes Intesa’s position on the conditions of its offer more important, while the offer’s future remained tied to its procedures and conditions.

The vote was preceded by announcements from shareholders and advisers opposing the plan. A company owned by Francesco Gaetano Caltagirone, whose stake in Monte dei Paschi stood at 10.26%, said it would vote against the two acquisitions. Crédit Agricole also announced it would not tender its 29.3% stake in Banco BPM into Monte dei Paschi’s offer, which it deemed insufficiently attractive. Governance advisers ISS and Glass Lewis had recommended that the bank’s shareholders reject the two offers ahead of the vote. These positions came before the result, but sources did not attribute the rejection to any one party in particular.

In the context of the plan, Intesa explained that Monte dei Paschi’s two offers were legally independent but economically linked, as the outcome and value of each affected the other. Lovaglio said the meeting’s result did not decide Intesa’s offer or, by itself, determine Monte dei Paschi’s future. He added that the offer faced a lengthy process, including an antitrust review, and final conditions that had yet to become clear. He defended his initiative by saying it had pushed Intesa to improve its proposal and prevented Monte dei Paschi’s value from being treated as settled. He described the offers as a long-term industrial project to strengthen competition, while shareholders’ rejection halted the plan to secure their approval for the Banco BPM and Banca Generali deals.