Monte Paschi拟以全股换股方式同时收购Banco BPM与Banca Generali以反制Intesa收购

Banca Monte dei Paschi di Siena SpA is seeking to buy two separate banks for a combined value of €34 billion ($40 billion) as it seeks to prevent being bought by rival Intesa Sanpaolo SpA.

The lender said it’s launching an all-share bid for Banco BPM SpA valuing it at €25.3 billion and another one for Banca Generali SpA valuing it €8.7 billion, according to a statement Friday. That confirmed an earlier Bloomberg News report.

As part of the plan, Monte Paschi would pay out an extra dividend of €4 billion through a mix of cash and shares from its stake in the Italian insurer Assicurazioni Generali SpA.

Monte Paschi will call a meeting on Oct. 29 to ask its shareholders for approval of the plan.

The high-stakes move highlights how Lovaglio is pulling out all the stops in an effort to thwart a takeover by Intesa, which tabled a bid a little over two months ago. A previous idea to work out a merger of equals with Banco BPM fell through, closing what seemed like Lovaglio’s preferred defense option.

Read More: Banco BPM Halts Paschi Merger Pitch in Boost for Intesa Bid

A takeover of Banca Generali would expand Monte Paschi’s presence in wealth management while a combination with Banco BPM would give it a stronger presence in some of Italy’s wealthy northern regions.

Either transaction will be difficult to pull off on its own and achieving both simultaneously will likely be even harder. For one, Lovaglio will need to convince his shareholders his plan is better than Intesa’s proposal.

The bid from Intesa has triggered what’s called the passivity rule under Italian law. That means Lovaglio will need to get support for his plan from at least two-thirds of investors to proceed.

Lovaglio will also need to sway investors in the targets. That includes the French bank Credit Agricole SA, which owns almost 30% of Banco BPM, and Banca Generali’s majority owner Generali.

Monte Paschi said in the statement it’s offering 1.567 of its shares for each Banco BPM share, and 6.958 of its shares for each Banca Generali share.

“The offers are designed to create a newly elevated national champion with distinctive capabilities across banking, advisory and wealth management, bringing together iconic brands coupled with strong territorial roots and long-standing relationships with individual and corporate customers and local communities,” it said.

Latest Twist

The proposal marks the latest twist in a deal surge across Italian finance. Banco BPM bought asset manager Anima Holding SpA about two years ago, only to become the target of an unsuccessful takeover effort by UniCredit SpA. Monte Paschi last year acquired Mediobanca SpA, which sought to defend itself by seeking to launch a bid for Banca Generali. Monte Paschi subsequently became a target for Intesa.

Italy’s largest bank is offering 1.6 of its shares plus €1 in cash for each Monte Paschi share. That valued the Siena-based lender at about €36 billion ($42 billion) at Wednesday’s close. Intesa has pledged to sell half of the target’s branches to Unipol Assicurazioni SpA to address potential antitrust concerns.

While Monte Paschi’s board hasn’t formally rejected Intesa’s bid, it has questioned the price and the plan to divest a substantial portion of its assets.

Monte Paschi’s acquisition of Mediobanca gave it control over a stake of roughly 13% in Generali. The market value of that holding is currently about €8.5 billion.