Factbox: Intesa attempts to strengthen Italian banking leadership with MPS bid

Mediobanca Banca Di Credito Finanziario SpA

Yesterday 11:50

By Valentina Za and Andrea Mandala

    MILAN, June 11 (Reuters) - 
    Intesa Sanpaolo's ISP.MI unsolicited €30.6 billion ($35 billion) cash-and-share bid for Monte dei Paschi di Siena (MPS) BMPS.MI seeks to cement its domestic supremacy at a time when rival UniCredit CRDI.MI is closing in on Germany's Commerzbank CBKG.DE.
Months in the making, the offer was announced on Monday, two days earlier than planned after Banco BPM BAMI.MI said on Sunday it would invite MPS to discuss a potential "merger of equals".
Below are the key elements of the project:
     
SIZE OF THE RESULTING GROUP 
After a retail branch carve-out the combined group that includes 625 MPS branches, Mediobanca, as well as a 13% stake in insurer Generali, would have:
* More than 27 million clients versus around 21 million for Intesa at the end of 2025
* Customer total financial assets of €1.7 trillion, a target Intesa had set for 2029, up from €1.5 trillion at the end of 2025.
* Combined net profit target of more than €16 billion in 2029 versus around €11.5 billion pro-forma combined in 2025.
     
INTEGRATION COSTS, BENEFITS
Total pre-tax annual benefits: €2.9 billion of which €1.5 billion from reducing costs and €1.4 billion from revenues. 
One-off costs from combination: €2.1 billion pre-tax or around €1.4 billion net. 
     
TIMELINE
* End-June: filing of official investor document on offer
* September 10: Intesa shareholder meeting to approve new share issue needed to finance the bid
* From end-September to end-December: 
      - regulatory authorisations
      - approval of offer document and publication
      - start of tender offer period
      - payment date
* H2 2027: sale to Unipol of the MPS carve-out.
     
     WHAT'S UNIPOL BUYING?
     * The Monte dei Paschi di Siena brand which will become Monte dei Paschi when combined with Unipol-controlled BPER Banca
* 635 branches free from commercial partnerships, around 2 million customers
* Around €42 billion in loans and €55 billion in deposits
* Carved-out entity has €400–€460 million in profits
        
HOW MUCH IS UNIPOL PAYING? 
* Between €3 billion and €3.5 billion in cash.  
     
WHAT WILL THE NEW MONTE DEI PASCHI BANK LOOK LIKE?
* More than 2,600 branches
* Around €170 billion of client loans and around €225 billion of deposits. 
     
HOW DOES INTESA'S BID COMPARE WITH BANCO BPM'S PROPOSAL?
Banco BPM, which owns 3.7% of MPS, did not table an offer but said it would invite MPS to discuss a "merger of equals" with estimated pre-tax benefits above €1.1 billion of which around €650 million from cost savings.
     
HOW IS INTESA'S BID STRUCTURED?
Intesa is offering 1.6 new shares for each MPS share tendered plus €1 in cash
Shares issuance: up to 4.86 billion 
Cash outlay: €3 billion
The MPS shareholders will hold 21.7% of Intesa post-deal.
     
PREMIUM
12.5% versus the closing price on the last trading day pre-bid
17.4% versus the previous three-month average.
     
DEAL CONDITIONS
Minimum acceptance threshold: 66.67% of MPS capital 
Regulatory approvals. 
($1 = 0.8678 euros)

(Reporting by Valentina Za
Editing by Keith Weir)
((mailto: valentina.za@thomsonreuters.com))