Tender offer on MPS to create one of Europe’s leading banking groups

The Offer envisages 16 newly issued Intesa Sanpaolo ordinary shares for every 10 MPS shares tendered, plus €1.0 in cash for every MPS share tendered.

The implied price is €10.091 for every MPS share, equal to a total consideration of €30.6bn.

The Offer represents a premium of around 12.5% based on the volume-weighted average share (VWAP) of MPS at 5 June 2026. The premium rises to around 17.4% and 18.7% based on the three-month and six-month VWAPs, respectively.

The Offer is subject to Intesa Sanpaolo acquiring at least 66.67% of MPS’ share capital, a condition that may be waived by Intesa Sanpaolo at its own discretion.

In parallel with the Offer, Intesa Sanpaolo has reached a binding agreement with Unipol Assicurazioni to sell for cash a self-standing banking legal entity.

The entity would include around 635 MPS branches, the MPS brand and the vast majority of MPS central structures/head office needed to operate as an independent bank. The cash consideration due to Intesa Sanpaolo is estimated at around €3.0bn-€3.5bn.

The Agreement is designed to proactively manage Antitrust issues.

Intesa Sanpaolo would retain Mediobanca and its brand, around 625 MPS branches and selected MPS activities, corresponding to around 80% of combined MPS + Mediobanca net income.

Through the integration of MPS and Mediobanca, the combined entity would immediately reach around €1.7tn in customer financial assets (based on 2025 figures), with the target of reaching around €2tn by 2029.

The transaction would also enlarge Intesa Sanpaolo’s client base by around 6 million Retail, Private and SME clients, to whom the Group intends to extend its service model.

Average customer financial assets per MPS client are currently around 40% lower than those of Intesa Sanpaolo clients, highlighting significant growth potential, especially in Wealth Management, Protection & Advisory.

The transaction would also accelerate the implementation of Intesa Sanpaolo’s 2026-2029 Business Plan in Retail and Commercial banking, Wealth Management, Consumer finance and Corporate & Investment Banking.

Expected run-rate synergies in 2029 amount to around €2.9bn per year before tax.

These include around €1.5bn in cost synergies and around €1.4bn in revenue synergies, partly linked to the complementary capabilities of Mediobanca in Corporate & Investment Banking and to the underpenetration of Wealth Management and Protection products among acquired clients.

Integration charges are estimated at around €2.1bn, or around €1.4bn after tax.

The Combined entity’s net income in 2029 is expected to exceed €16bn, with ROE above 20%.

Capital distribution for 2025-2029 would rise from around €50bn under Intesa Sanpaolo’s standalone Business Plan to around €61bn, including €2.7bn extraordinary cash distribution for 2026 and 2027.

The transaction is expected to generate around 8% accretion in EPS, DPS and capital distribution per share.

The Common Equity ratio is expected to be above 14% in 2029, confirming Intesa Sanpaolo’s rock-solid capital position.

A key element of the transaction is the commitment to no social costs.

Some 6,800 additional voluntary exits would take place exclusively on a voluntary basis, in line with Intesa Sanpaolo’s proven approach in previous integrations, including the Venetian Banks and UBI Banca.

Each voluntary exit would be matched by the hiring of one young person, bringing Intesa Sanpaolo’s total hiring target to around 13,100 young people by 2029.

The plan is designed to support generational change, attract new talents and strengthen the Group’s ability to invest in people, technology and local communities.

The Offer Document is expected to be filed by the end of June 2026.

Intesa Sanpaolo’s Extraordinary General Meeting, called to mandate the Board of Directors for the required capital increase, is scheduled for 10 September 2026.

Between the end of September and December 2026, the process is expected to include the required supervisory authorities’ approvals.

The disposal of the banking legal entity to Unipol, subject to the fulfilment of the conditions set out in the Agreement, is expected in the second half of 2027.

With this transaction, Intesa Sanpaolo aims to become a €2 trillion Wealth Management Bank, strengthening its role as one of Europe’s most resilient banks and creating long-term value for shareholders, clients, the Group’s People, local communities and the real economy.