Who Controls Whom in Italy's High-Stakes Banking M&A Chess Game?
By Giulio Piovaccari
Ownership Structures and Key Players in Italy's Banking M&A
MILAN, Aug 21 (Reuters) - Monte dei Paschi di Siena on Thursday approved twin bids for rival Banco BPM and wealth manager Banca Generali, as it seeks to create Italy's third largest banking group and fend off a hostile takeover approach from larger rival Intesa Sanpaolo.
A web of cross-shareholdings linking banks, insurers and billionaire investors will likely affect the outcome of Italy's latest banking M&A battle. Here is a look at the ownership structures of the key players involved:
New Banking Group: Shareholder Breakdown
Monte dei Paschi di Siena (MPS) said on Friday that in case of full acceptance of both offers, its current shareholders would hold around 50.1% of the new combined entity; BPM shareholders would get about 37.2% while those of Banca Generali around 12.7%.
As a consequence, the largest investors in the new banking group would include France's Credit Agricole with around 11%, the Del Vecchio family's Delfin with 8.8%, billionaire businessman Francesco Gaetano Caltagirone with 6.8%, insurer Generali with 6.4% and Italy's Treasury with 2.4%.
Monte dei Paschi di Siena
Major Shareholders and Boardroom Dynamics
Delfin, the family vehicle of the Del Vecchio eyewear business dynasty, holds a 17.5% stake in MPS, giving it a key role in approving any countermove against the Intesa bid. It has not given official indications of its stance.
Delfin has in the past supported MPS's CEO Luigi Lovaglio, who was ousted from his position by the board in March this year, only to be reinstated by shareholders in April.
Other significant MPS shareholders include Francesco Gaetano Caltagirone, with a 10.3% stake, and the Italian Treasury, with a 4.9% stake.
After jointly backing MPS's takeover of Mediobanca last year, Caltagirone and Delfin took opposite sides on Lovaglio's reappointment, which was backed by Delfin and opposed by Caltagirone.
Banco BPM
Credit Agricole's Influence
Italy's fourth-largest bank last month abandoned a plan to seek a merger with MPS after its largest investor, Credit Agricole, which has a 29.3% stake in Banco BPM, said it saw no value in the proposed tie-up.
Banca Generali
Generali's Controlling Stake
The wealth manager is controlled by Italy's largest insurer Assicurazioni Generali with a stake just above 50%, making Generali's backing essential for the MPS approach to go through.
Assicurazioni Generali
Complex Shareholding Structure
A major player in Italy's financial sector, the insurer has a complex shareholding structure. MPS is its largest investor through merchant bank Mediobanca. MPS owns 86% of Mediobanca, which has a stake of 13.3% in Generali.
MPS CEO Lovaglio has described its Generali stake, worth around €9 billion, as non-essential, or "nice to have".
Other Key Investors in Generali
Delfin and Caltagirone also hold direct stakes in the insurer, of 10.15% and 6.3% respectively, on top of those they own in MPS. Italy's second-biggest bank, UniCredit is also a significant shareholder with an 8.8% stake.
Unipol
Role in Intesa's Proposed Bid
Under Intesa's proposed bid for MPS, Italy's second-largest insurer has agreed to buy around 635 branches of the Tuscan bank, roughly half of its network, as well as its central offices in Siena, to help address competition concerns.
Unipol and BPER Banca
Unipol will then merge those assets with BPER Banca to create a lender operating under the Banca Monte dei Paschi name. Unipol is BPER's largest investor with a 20% direct stake.
(Reporting by Giulio Piovaccari, editing by Gavin Jones and Susan Fenton)
