Intesa Sanpaolo has tightened its grip on its target. On the evening of Saturday, October 3, 2026, after an extraordinary board meeting, Italy’s largest bank announced a sweetened offer for Banca Monte dei Paschi di Siena (MPS), the Siena-based lender led by CEO Luigi Lovaglio.

Intesa raises the cash component of its OPAS

If the OPAS (an Italian public tender and exchange offer, in which shareholders receive both cash and new shares) goes ahead, Intesa said, it will increase “the cash component of the consideration by 25 euro cents for each MPS share tendered.” Intesa is Italy’s number-one bank and is led by CEO Carlo Messina.

The share component is unchanged for now: 1.6 newly issued Intesa (ISP) shares for each MPS share tendered.

Intesa, whose headquarters in Milan is known in Italian financial circles as “Ca’ de Sass,” added a crucial clarification. If it pays an interim dividend for 2026 before the offer consideration is paid, the exchange ratio will be adjusted upward to neutralize the effect of the dividend detachment.

With the increase, the total value of the proposal, assuming every MPS shareholder tenders, rises to €31.4 billion (about $33.9 billion at roughly 1.08 dollars per euro). Of that, €27.6 billion is the share component, calculated on Intesa’s official closing price of €5.682 on June 5, 2026 and the 1.6 exchange ratio, and €3.8 billion is the cash component.

The premium offered to MPS shareholders

Using that same June 5, 2026 closing price for Intesa shares (€5.682), the bank says the revised consideration values each MPS share at €10.341. That is a 15.3% premium to MPS’s closing price on the same date, when the stock stood at €8.970.

In Intesa’s words:

  • “With this increase, ISP intends to give MPS shareholders a further, certain portion of value in cash, immediately available on the consideration payment date and not exposed to the execution and integration risks that characterize exchange offers, and to further strengthen the appeal of the OPAS.”

Intesa also made clear that its offer would lapse if MPS shareholders, at their extraordinary meeting on October 29, approve the two exchange offers (known in Italy as OPS) that MPS itself has launched for Banco BPM and Banca Generali.

Intesa warns MPS shareholders about the two rival offers

Restating the value of its own proposal, Intesa cautioned MPS shareholders about the two OPS launched by the Siena bank’s management, citing “complexity of the structure, challenging synergies, a high execution risk, and offers at a discount for the shareholders of the target companies.”

Intesa also published a table of the discounts embedded in MPS’s two offers for Banco BPM and Banca Generali (source: Intesa Sanpaolo).

In Intesa’s view, these are “two simultaneous and interdependent exchange offers on two listed companies at the top of complex financial groups, launched while the integration with Mediobanca is still to be completed.” Although “legally autonomous, the offers are economically interdependent,” so that “the outcome and the value of one affect the other, making it hard for the shareholders of MPS, BBPM and BG to assess each of them across the various scenarios that could arise.”

Intesa also warned MPS shareholders about what could happen if only one of the two offers succeeded:

  • If only the Banco BPM offer succeeds, “MPS would increase its size as a commercial bank, but would lack the wealth management component that characterizes the project as a whole.”
  • If only the Banca Generali offer succeeds, “MPS would add a network of financial advisers to its structure without the announced leap in scale in commercial banking.”

What to watch on Monday

All eyes will be on how the shares involved in Italy’s banking consolidation game open on Monday, October 5, 2026: Banco BPM, MPS, Intesa Sanpaolo and Banca Generali.

The market is also waiting for MPS’s response. Only a few days ago, Lovaglio stressed that the October 29 extraordinary shareholder meeting would not be a referendum between Intesa’s OPAS and the two OPS on Banca Generali and Banco BPM. According to Intesa, however, a referendum is effectively what it will be.

Editor’s note

This article was originally published in Italian on money.it by Laura Naka Antonelli on October 04, 2026 as «MPS, Intesa Sanpaolo rilancia l’OPAS. Il premio offerto agli azionisti del Monte e gli attenti sul piano Lovaglio». It has been translated and adapted for an international audience by the Money.it International desk.