Turin – Milan, 8 June 2026 – Intesa Sanpaolo has launched a voluntary public offer for the purchase and exchange of all ordinary shares of Banca Monte dei Paschi di Siena ("MPS"), as announced in today's publication in accordance with Article 102 of Legislative Decree no. 58, dated 24 February 1998, as well as Article 37 of Consob Regulation no. 11971,  dated May 14, 1999. Intesa Sanpaolo offers 16 new ordinary shares issued by it for every 10 MPS shares presented in the offer (exchange ratio 1.6), as well as 1.0 Euro in cash for each MPS share submitted, representing a premium of 12,5% compared to the official closing price on 5 June 2026,  as well as a premium of 17.4% and 18.7% compared to the volume-weighted average price (VWAP) over the last 3 and 6 months (*), respectively.

 

The strategic objective of this offering is to further strengthen Intesa Sanpaolo's leading role in Europe in the areas of Wealth Management, Defence and Advisory, as well as to ensure the sustainability of value creation for all stakeholders, without presenting integration risks, thanks also to Intesa Sanpaolo's proven ability to successfully carry out integration processes with a careful and people-oriented approach.

 

With the aim of proactively managing issues related to mistrust, the transaction includes a binding agreement signed today by Intesa Sanpaolo with Unipol Assicurazioni. The agreement provides for the transfer of a banking legal entity comprising the MPS brand, about 635 branches of MPS (°) (together with the related assets and liabilities) and the vast majority of MPS's central structures/activities (together with the related assets and liabilities) necessary to operate as a bank independently, against a cash payment of about 3–3.5 billion euros (#). The agreement provides for Intesa Sanpaolo to retain Mediobanca and its brand, approximately 625 MPS subsidiaries (°) and a limited part of MPS's central structures (together with the related assets and liabilities (§)), which in total represent around 80% of MPS + Mediobanca's combined net profit for 2025 (#).

 

The completion of the transaction is expected to be completed by December 2026 and is subject to obtaining relevant regulatory authorizations, as well as fulfilling the conditions set out in the above-mentioned communication published today, which will be further detailed in the Offer Document. The transaction will enable the Combined Group to further strengthen its support to the real economy and the social economy as a European leader – consolidating its position as the main Bank in Italy with a deep presence throughout the country's territory, which contributes in particular to the country's savings – as well as to increase value creation and distribution through the realization of significant synergies without social impact,  thanks to a seamless integration of information technology systems, also due to Intesa Sanpaolo's cloud-native digital technology platform isytech.

 

(*) Weighted Average Volume Price (FactSet as of June 5, 2026). Data based on official prices

(°) Preliminary assessment depending on the decision of the Antitrust Authority.

(#) Preliminary assessment.

(§) Including equity investments and non-performing loans

 

 

 

 

 

The perimeter of the MPS that will remain in the Group is characterized by a well-diversified and stable business model, oriented in support of the Italian real economy and with an important component in the areas of Wealth Management, Consumer Financing and Corporate and Investment Banking, fully in line with the business model and strategies of the Intesa Sanpaolo Group,  in particular with the objectives and directions of action of Intesa Sanpaolo's Business Plan 2026–2029. The participation in the capital of Assicurazioni Generali represents only an investment in share capital.

 

Following the decision to launch the Offering, the Board of Directors of Intesa Sanpaolo approved the purchase of a shareholding representing 3.01% of the share capital of Assicurazioni Generali, as well as the tie-up, with a leading financial institution, of a hedge derivative contract, which has the same share participation as its underlying asset. The transaction is purely financial in nature, is temporary and, in any case, aims to ensure that the Offeror can continue, after the successful completion of the Offer, to apply the equity accounting method currently used for the participation that Mediobanca holds in Assicurazioni Generali.

 

It is expected that the transaction will bring benefits to all stakeholders, in particular:

• for shareholders: high and stable cash dividends, thanks to the further value creation derived from the realization of significant synergies without adding operational complexity, through a seamless integration of information technology systems, also powered by Intesa Sanpaolo's cloud-native digital technology platform isytech;
• for customers: a wide distribution network with unique coverage and exceptional proximity to the customer (around 3.000 branches in all regions of Italy), strengthening of lending capacity to support the real economy of the country and expansion of the offer of products and services, supported by isytech, especially in the areas of Wealth Management, Consumer Finance and Corporate and Investment Banking;
• for the Group's people: further empowerment and motivation of the Group's employees (who constitute its most important asset), through the employment of around 6,800 additional young people by 2029 (including around 2,700 Global Advisors), bringing Intesa Sanpaolo's overall employment target to around 13,100 young people by 2029,  in the face of around 6,800 additional voluntary departures, in support of the Group's growth, enabling generational renewal and supporting employment, through a new employment for each voluntary departure, as well as improving the ability to attract new talent and provide more professional development opportunities;
• for the community and the environment: fostering the development of local economies, expanding the Group's role as an engine of sustainable and inclusive growth, maintaining a world-class position in social impact, supporting clients in the transition to sustainability, and reaffirming commitments to decarbonization.

 

The combined group will:

• it is the second largest group in the Eurozone in terms of market capitalization;
• achieve or exceed, already in 2025 on a pro-forma basis, the objectives set out in Intesa Sanpaolo's 2029 Business Plan;
• benefit from its capacity for generating revenues on a European scale, relying on a sustainable business model focused on Wealth Management, Protection and Advisory, with a leading position in Wealth Management further strengthened through the focus on Clients with High Net Assets and with clients' financial assets projected to reach around EUR 2.000 billion by 2029.

 

Specifically, the benefits of the transaction are expected to come from:

 

• the high geographical reach in Italy, which increases the country's savings. The combined group will have around 1.700 billion Euros of client financial assets (of which over 250 billion Euros from the held perimeter of MPS), over 27 million clients (of which about 20 million in Italy, including about 6 million from the held perimeter of MPS) and an advisory network with about 21.000 dedicated professionals (including over 2,000 financial advisors/private bankers from the held perimeter of MPS), on a pro-forma basis for 2025;
• unleashing the significant growth potential coming from around six million beneficiary customers, leveraging Intesa Sanpaolo's unique service model in Wealth Management and Defence, as well as its fully owned product development and delivery structures;
• complementary strengths and wider international coverage in the field of Corporate and Investment Banking, with around 500 Mediobanca employees dedicated to Corporate and Investment Banking, approximately half of whom are outside Italy, exploiting the high level of complementarity between the competencies of the IMI Corporate and Investment Banking Division and those of Mediobanca,  while maintaining the Mediobanca brand;
• synergies between Wealth Management and Corporate and Investment Banking, building on Mediobanca's successful service model for Entrepreneurs with High Net Assets, for example in liquidity management and strategic events, as well as accelerating the implementation of the initiatives foreseen in the Business Plan.

In addition, the combined Group will achieve the first position in Italy in Consumer Finance, while maintaining rigorous risk management.

 

Following the completion of the transaction, Intesa Sanpaolo will create additional value also thanks to  the synergies achieved and, as a result, will further strengthen its policy of providing a high remuneration for shareholders, while maintaining stable  and strong capital indicators. The transaction is expected to be beneficial for all shareholders.

 

In particular, it is foreseen:

 

• a net profit for the Combined Group of over €16 billion in 2029 (1), compared to over €11.5 billion projected in Intesa Sanpaolo's Business Plan 2026–2029, with a return on equity (ROE) (2) of over 20%, maintaining unchanged the Business Plan's conservative assumption of a stable Euribor around 1.95%,  as well as additional revenue growth potential in case of interest rate hikes compared to the conservative assumptions of the Business Plan;
• a distribution of around EUR 61 billion for the period 2025–2029 (3), compared to around EUR 50 billion projected in Intesa Sanpaolo's Business Plan 2026–2029, as a result of an exceptional cash allocation for the years 2026–2027 of EUR 2,7 billion and the confirmation of the distribution policy set out in Intesa Sanpaolo's Business Plan 2026–2029,  which provides for a payout ratio of 95% of the declared net profit for each year of the period 2026–2029, where 75% will be distributed through cash dividends (4) and 20% through share buybacks (5), as well as additional distributions to be assessed year-on-year starting from 2027 (5);

 

(1) Taking into account the expected net profit of Intesa Sanpaolo for 2029, plus the expected net profit of MPS for 2029, plus the expected synergies, following the sale of the banking entity to Unipol Assicurazioni.

(2) Net income/share capital (share capital excluding net profit and AT1).

(3) Based on the calculation, subject to approvals by the Shareholders' Meeting and the ECB and based on the achievement of the stated net income targets of the Intesa Sanpaolo Business Plan 2026-2029, the net income of MPS (including Mediobanca) 2026-2029 estimated as an interpolation between the adjusted net profit of 2025 and the declared net income targets of the Business Plan 2028 and 2030 (net from synergies/fees of the integration) and the synergies expected from the proposed transaction, taking into account the sale to Unipol Assicurazioni.

(4) Subject to approval by the Shareholders' Meeting. (5) If the Tier One Common Equity ratio exceeds 12.5% and there is no possibility for capital allocation with higher ROI (Return on Investment) for external growth (focusing on Wealth Management). It is subject to approvals by the Shareholders' Meeting and the ECB.

 

 

• The Tier One Common Equity ratio in 2029 exceeds 14%, compared to the 13.2% expected in Intesa Sanpaolo's Business Plan 2026-2029.

 

The profit of the Combined Group, after the above-mentioned sale, will benefit from  expected pre-tax synergies of around EUR 2.9 billion per annum at the outflow rate (2029) (6), of which approximately EUR 1.5 billion from costs (equal to approximately 10% of the pro-forma costs of the Combined Group for 2025) and,  taking into account the loss of revenues, around EUR 1.4 billion from revenues  (equivalent to about 4% of the pro-forma revenues of the Combined Group for 2025). Integration fees of about 2.1 billion euros before taxes are expected (about 1.4 billion euros after taxes).

 

Synergies at a cost of around €0.6 billion are expected to come from personnel costs, as a result of the additional redundancies, exclusively on a voluntary basis, of around 6,800 employees (7) (including around 5,000 from the Intesa Sanpaolo perimeter), as well as from the additional employment of around 6,800 young people (including around 2,700 Global Advisors), according to the principle of one new hire for each voluntary departure; in the meantime,  Around EUR 0.9 billion of  other synergies are expected to be realized by reducing administrative expenses and depreciation costs.

 

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Managing Director and Chief Executive Officer Carlo Messina will illustrate the transaction in a conference call today at 10:00 a.m., for details: group.intesasanpaolo.com.

 

(6) Calculated excluding the quantification of the MPS-Mediobanca synergy included in the MPS Business Plan 2026-2030.

(7) Compared to Intesa Sanpaolo Business Plan 2026-2029 and MPS natural turnover.

 

 

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STATEMENT ON FUTURE FORECASTS

 

This Announcement contains forward-looking information and statements relating to Intesa Sanpaolo S.p.A. and its combined activities following the completion of the proposed public tender and exchange offer. Forward-looking statements are statements that do not constitute historical facts. These statements include financial projections and estimates, as well as relevant assumptions, statements on plans, objectives and expectations regarding future activities, products and services, as well as statements on future performance. Forward-looking statements are typically identified by expressions such as "expected," "anticipated," "believed," "intended," "estimate," and other similar expressions. Although the management of Intesa Sanpaolo S.p.A. believes that the expectations reflected in these statements are reasonable, readers are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and, in general, are beyond the control of Intesa Sanpaolo S.p.A., which could cause actual results and developments to differ materially from those expressed,  implied or implied in this information and statements. These risks and uncertainties include, but are not limited to, those discussed or identified in the public documents filed by Intesa Sanpaolo S.p.A. with Consob. Unless otherwise required by applicable law, Intesa Sanpaolo S.p.A. assumes no obligation to update its forward-looking information and statements.

 

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The voluntary public tender offer to which this Announcement refers will be initiated by Intesa Sanpaolo S.p.A. for all shares of Banca Monte dei Paschi di Siena S.p.A.

 

This Announcement does not constitute an offer to buy or sell shares of Banca Monte dei Paschi di Siena S.p.A.

 

Prior to the start of the Offer Acceptance Period, in accordance with the legislation in force, the Offeror will publish the Offer Document, which the shareholders of Banca Monte dei Paschi di Siena S.p.A. must carefully review.

 

The offer will be launched exclusively in Italy and will be addressed, on equal terms, to all shareholders of Banca Monte dei Paschi di Siena S.p.A. The offer will be promoted in Italy, as the bank's shares are listed on the regulated market Euronext Milan, organized and administered by Borsa Italiana S.p.A., and, subject to the following provisions, will comply with the obligations and procedures established by Italian legislation.

 

The Offer is not intended and will not be promoted in the United States of America (nor to U.S. Persons, as defined in the U.S. Securities Act of 1933, as amended), Canada, Japan, Australia or other jurisdictions where the submission of such an offer would require prior authorization from the competent authorities or the fulfillment of other requirements by the Offeror (these jurisdictions,  together with the U.S., Canada, Japan, and Australia, shall be referred to below as the "Other Countries").

 

The Offer will not be made through the national or international means of communication or trade of Other Countries, including, but not limited to, postal services, fax, telex, e-mail, telephone or the Internet, nor through the financial intermediaries of such jurisdictions or in any other way.

 

Any document that the Bidder may publish in connection with the Offer, or any part thereof, will not be sent, transmitted or distributed, directly or indirectly, to Other Countries. Any person receiving such documents shall not distribute, convey or send them to Other Countries, whether through postal services or national or international means of communication and commerce.

 

Any acceptance of the Offer arising from a solicitation or promotion made in contravention of the above restrictions will not be accepted.

 

This Announcement, as well as any other documents issued by the Offeror in connection with the Offer, does not constitute and is not part of an offer to buy or exchange, or a solicitation to sell or exchange financial instruments in the United States of America or in Other Countries. Financial instruments may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended, or benefit from a legal exemption from this registration obligation. Financial instruments offered under the transaction described in this Announcement will not be registered under the U.S. Securities Act of 1933, as amended, and Intesa Sanpaolo S.p.A. does not intend to conduct a public offering of these financial instruments in the United States. No financial instrument may be offered or transferred to Other Countries without the necessary authorizations and in accordance with the relevant legislation applicable in those jurisdictions, or without exemption from such requirements.

 

Intesa Sanpaolo S.p.A. reserves the right to extend the Offer to the United States of America, in accordance with applicable U.S. legislation.

 

In the United Kingdom, this document may only be accessed by persons who have professional experience in investment matters under section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, by companies with significant net assets and other persons covered by section 49(2), paragraphs (a) to (d) of this order,  as well as by qualified investors under relevant UK legislation (collectively, the "Relevant Persons"). The financial instruments described in this document are made available only to the Relevant Persons and any offer, subscription, purchase or other benefit of these financial instruments shall be addressed exclusively to them. Any person who is not a Relevant Person should not rely on or act on the basis of this document or its contents.

Acceptance of the Offer by persons residing outside Italy may be subject to special obligations or restrictions provided by the legislation or regulations of the relevant jurisdictions. The Recipients of the Offer bear their own responsibility for complying with these provisions and, before accepting the Offer, must verify their existence and applicability with the assistance of their professional advisors. The Bidder bears no responsibility for the violation by any person of the above restrictions.

 

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