10/12/2026 | Press release | Distributed by Public on 10/12/2026 14:01
Siena, 12 October 2026 - The Board of Directors of Banca Monte dei Paschi di Siena S.p.A. ("MPS" or the "Bank"), which met under the Chairmanship of Prof. Cesare Bisoni, has examined the press release issued by Intesa Sanpaolo S.p.A. ("ISP" or the "Offeror") on 3 October 2026 (the "ISP Press Release") in relation to the voluntary public tender and exchange offer launched by ISP for all the shares of the Bank (the "ISP Offer").
The ISP Press Release introduces new elements relating to the ISP Offer as originally announced, concerning both the consideration and the other conditions of the latter, and it includes considerations regarding the industrial project pursued by MPS and the future of the Bank, its franchise and Siena.
The Board of Directors therefore considers it appropriate to set out certain preliminary observations, in the interest of the Bank and of all its shareholders and stakeholders.
These preliminary observations do not replace the assessment of the ISP Offer that the Board of Directors will issue, with the support of its advisers, pursuant to Article 103 of Legislative Decree No. 58/1998 (the "TUF"), on the basis of the offer document to be published by ISP once the required regulatory approvals have been obtained (the "ISP Offer Document").
1. Update to the consideration of the ISP Offer
The Board of Directors acknowledges ISP's decision to increase the cash component of the consideration under the ISP Offer from Euro 1.00 to Euro 1.25 per MPS share, should the ISP Offer proceed.
Accordingly, the consideration will consist of no. 1.600 newly issued ISP shares and Euro 1.25 in cash for each MPS share tendered.
Based on the official price of ISP shares as of 5 June 2026, as referenced by the Offeror itself, the consideration implies a valuation of Euro 10.341 per MPS share and a premium of 15.3% over the official price of the MPS shares recorded on that date, which compares with the 12.5% premium implied by the consideration originally offered by ISP.
This premium remains below the average premium observed in comparable voluntary public tender offers in the Italian banking sector referred to by the Bank in its press release of 16 July 2026, equal to approximately 30%1 above the official price prior to the announcement.
1 Considering BPER-Banca Popolare di Sondrio, MPS-Mediobanca, Crédit Agricole Italia-Creval and ISP-UBI Banca.