Monte dei Paschi di Siena has approved a dual exchange offer for Banco BPM and Banca Generali worth about €34 billion, launching an ambitious plan to create one of Italy’s largest banking groups and strengthen its position in the European financial market.
The board of MPS formally approved the terms of the two voluntary public exchange offers on Friday. The move comes as the Siena-based bank faces a takeover proposal from Intesa Sanpaolo, Italy’s largest banking group.
MPS has valued its offer for Banco BPM at €25.3 billion. Under the proposed terms, shareholders would receive 1.567 MPS shares for every Banco BPM share tendered. The separate offer for Banca Generali is valued at €8.72 billion, with shareholders offered 6.958 MPS shares for each share.
MPS Chief Executive Luigi Lovaglio said the combination would create a financial group with a pro forma market value of about €80 billion. He said the new institution could rank among Europe’s top 10 banks and become Italy’s second-largest lender by customer loans and branch network.
“We are creating a stronger Italian group of European relevance,” Lovaglio told analysts. He described the proposal as a friendly combination and said MPS was confident in the long-term strength of the project.
The proposed transaction would significantly reshape Italy’s banking sector. Banco BPM has Crédit Agricole as a major shareholder, with the French banking group holding almost one-third of the bank’s capital. The deal could therefore attract attention beyond Italy as European banks assess the changing competitive landscape.
The battle over MPS has also carried political significance. The Italian government has supported efforts to establish a stronger third banking group, after reducing its stake in MPS in 2024 and backing the bank’s acquisition of Mediobanca the following year. Rome has also opposed UniCredit’s previous attempt to acquire Banco BPM.
Local authorities in Siena and Tuscany have expressed concern about an Intesa takeover, particularly over the possibility of branch closures and job losses if assets were transferred to Unipol and Bper Banca, which are involved in Intesa’s proposal.
MPS expects the acceptance period for its two offers to begin in the first half of December 2026 and finish in the first half of February 2027.
If both offers are fully accepted, existing MPS shareholders would hold about 50.1% of the combined group. Banco BPM shareholders would receive around 37.2%, while Banca Generali shareholders would hold approximately 12.7%.
MPS also expects the enlarged group to deliver higher profitability and greater operating efficiency. Its plans include €15 billion in dividends between 2026 and 2030, along with an additional €4 billion distribution to shareholders through a combination of cash and shares.
