Italian bank megameal comes with antitrust spice

Intesa Sanpaolo

25/09/2026 10:45

The author is a Reuters Breakingviews columnist. The opinions expressed are his own.
By Neil Unmack
LONDON, Sept 25 (Reuters Breakingviews) - Intesa Sanpaolo's ISP.MI bid for €36 billion Banca Monte dei Paschi di Siena BMPS.MI raises two competition questions. First, it would make the €119 billion acquirer by far the largest player in Italian deposits and lending. Second, it would also give Intesa, which is currently a top three player in life insurance, a powerful stake in that industry's market leader: Assicurazioni Generali GASI.MI. Intesa boss Carlo Messina has figured out ways to manage those risks, but it all adds an extra element of uncertainty to an already complex deal.
Start with banking. If Messina succeeds with his hostile bid for Monte dei Paschi (MPS), which the latter is firmly resisting, Intesa would have a 24%-25% share in lending and deposits, double the equivalent figure of its nearest rival. To assuage trustbusters, Messina is pledging to offload some 635 branches, over half of MPS' total, to a smaller third party.
That may not be enough. Antitrust authorities have already opened an investigation, and flagged that the deal could damage competition in some 9 regions and many provinces. The new group's market share in some could reach as high as 40%. That analysis is only preliminary. Nevertheless, there’s a risk that Messina has to sell even more branches, eroding the cost savings he hopes to extract from the deal.
The next issue is Generali, which has pole position in the Italian life insurance sector, ahead of Intesa. Monte dei Paschi effectively controls a 13.5% stake in Generali, which could give it a say in appointing its board. If Intesa buys Monte dei Paschi, it would in theory gain control of that stake. So a big life insurer could have huge influence over the number one, which is surely a worry for antitrust authorities.
To address the problem, Intesa will need to make clear that the stake is a financial one, rather than a controlling holding granting it influence over Generali's strategy or access to commercial terms. Yet this could weaken the logic in owning the Generali shares. Alternatively, trustbusters may force Intesa to trim the stake, perhaps substantially.   
Neither of these remedies would render the deal pointless. Messina has a big cushion: he expects some €1.5 billion of annual cost savings from buying Monte dei Paschi. Even in a scenario where competition regulators forced Intesa to sell a further 100 branches, this wouldn’t substantially erode the synergy number, according to a person familiar with the company's thinking. And the worst-case outcome of having to substantially shrink the Generali stake wouldn’t undermine the core logic of buying Monte dei Paschi: creating a bigger, market leading Italian bank.
Still, with Monte dei Paschi already trying everything it can to frustrate Intesa, a knotty series of antitrust questions ratchets up the risks of doing the deal. When running an M&A defence, every little piece of extra doubt can help.
     
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CONTEXT NEWS
Italian antitrust authorities on September 15 opened a probe into Intesa Sanpaolo's bid for Banca Monte dei Paschi di Siena. The offer may raise competition issues in 20 provinces regarding deposits and 17 regarding small business lending, competition regulators said.

(Editing by Liam Proud; Production by Streisand Neto)
((For previous columns by the author, Reuters customers can click on UNMACK/neil.unmack@thomsonreuters.com))