Monte dei Paschi di Siena has fired a twin-barrelled defence against Intesa Sanpaolo's takeover approach, launching two voluntary public exchange offers for Banco BPM and Banca Generali that would create a banking group with a pro-forma market capitalisation of about €80bn.
The twin offers
The Siena-based bank's board formally disclosed the financial terms on 21 August 2026. The combined proposal is worth around €34bn: €25.3bn for Banco BPM and €8.72bn for Banca Generali. Both offers are structured as Ops — share-only exchanges with no cash component — and stand as a direct alternative to the Opas (a public offer combining cash and shares) that Intesa Sanpaolo launched for Monte dei Paschi itself.
"The combined group made up of Monte dei Paschi di Siena, Banco BPM and Banca Generali would have a pro forma market capitalisation of around €80bn, ranking among the top ten European banks and in second place in Italy for customer loans and branch network," chief executive Luigi Lovaglio said in the announcement.
Deal mechanics and valuation
The Banco BPM offer carries a total consideration of €25.3bn. The Banca Generali offer is valued at €8.72bn. Both are voluntary public exchange offers for all shares in the target companies. The share-only structure means Monte dei Paschi is offering its own stock rather than cash, preserving its capital position while diluting existing shareholders.
The combined €34bn proposal value represents the aggregate consideration for both targets. If fully subscribed, Monte dei Paschi would issue new shares to the shareholders of Banco BPM and Banca Generali in exchange for their holdings.
| Component | Value (bn €) |
|---|---|
| Combined proposal (total) | 34 |
| Banco BPM offer | 25.3 |
| Banca Generali offer | 8.72 |
| Pro-forma market capitalisation (post-deal) | ≈80 |
| Source: Euronews Business (21 Aug 2026) | |
Scale and ranking
The €80bn pro-forma market capitalisation would place the combined entity among Europe's ten largest banks by market value. In Italy, it would rank second for customer loans and branch network, behind only Intesa Sanpaolo. The ranking claim comes directly from Lovaglio's statement; the bank did not disclose the precise loan or branch figures underpinning the second-place assertion.
For context, Intesa Sanpaolo's market capitalisation stood at roughly €70bn at the time of its Opas announcement. UniCredit, Italy's other systemic bank, was valued at about €55bn. A successful triple combination would leapfrog both in market-cap terms, though the pro-forma figure assumes full take-up and no adverse market reaction.
What happens next
The offers are now subject to regulatory approvals from the European Central Bank, the Bank of Italy, and competition authorities. Acceptance periods have not been disclosed in the initial terms. Monte dei Paschi's shareholders will also need to approve the capital increases required to fund the share exchanges.
Intesa Sanpaolo's competing Opas for Monte dei Paschi remains live. The Turin-based bank has not yet responded publicly to the twin bids. The outcome will likely hinge on which offer delivers more certainty of value to the respective shareholder bases — Monte dei Paschi's share-only structure versus Intesa's cash-and-share mix — and on whether regulators view a three-way Italian combination as more or less desirable for competition than a two-way tie-up with Intesa.
The company did not say what minimum acceptance thresholds it has set for either offer, nor did it disclose the expected timeline for regulatory clearances.
