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Intesa Sanpaolo complains to market watchdog over MPS defensive moves in M&A battle - Finance news and analysis from Global Banking & Finance Review
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Intesa Sanpaolo complains to market watchdog over MPS defensive moves in M&A battle

Published by Global Banking & Finance Review

Posted on August 26, 2026

1 min read

· Last updated: August 26, 2026

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Intesa Sanpaolo Challenges MPS’s Defensive Actions in M&A Takeover Battle

Overview of the Intesa Sanpaolo and MPS Takeover Dispute

Intesa Sanpaolo Files Complaint to Consob

MILAN, Aug 26 (Reuters) - Intesa Sanpaolo on Wednesday filed a complaint to Italy's market watchdog Consob over transactions that smaller rival Monte dei Paschi di Siena (MPS) has announced following Intesa's offer for it, a source close to the matter said.

MPS’s Defensive Bids and Takeover Context

Details of MPS’s All-Share Bids

Last week MPS announced two simultaneous, all-share bids, totaling about €34 billion ($39.7 billion), on rival Banco BPM and wealth manager Banca Generali, as it seeks to fend off a 30.6 billion cash-and-share hostile takeover approach launched by Intesa in June.

Regulatory Concerns and the Passivity Rule

The compliant aims to clarify whether MPS has complied with regulations the source said, citing in particular the so-called "passivity rule," which restricts the scope of a target company to take defensive measures against a takeover bid.

Reporting and Editorial Credits

(Reporting by Valentina Za, writing by Giulio Piovaccari, editing by Gavin Jones)

Key Takeaways

  • Intesa is challenging MPS’s defensive strategy amid its €30.6 billion hostile bid for MPS and MPS’s counters in the form of simultaneous ~€34 billion offers, citing concerns over potential breach of takeover rules (passivity rule) enforced by Consob. (open.online)
  • Italian takeover law (Article 104 of the TUF) mandates that, once an offer is announced, a target’s board cannot implement measures that thwart the bid unless approved by shareholders — and MPS’s board‑approved proposals require an extraordinary shareholders’ meeting to proceed. (borsaitaliana.it)
  • Intesa’s complaint underscores broader market concerns about defensive bids that could distort shareholder choice or obscure transparency — triggering regulatory scrutiny on whether MPS properly notified the market and adhered to statutory limits on defensive actions. (startmag.it)

References

Frequently Asked Questions

Why did Intesa Sanpaolo file a complaint with Consob?
Intesa Sanpaolo filed a complaint with Consob over transactions announced by MPS after Intesa's takeover offer, questioning if MPS complied with regulations.
What defensive moves did MPS take against Intesa’s takeover bid?
MPS launched two simultaneous all-share bids for Banco BPM and Banca Generali to fend off Intesa’s cash-and-share hostile takeover approach.
What is the 'passivity rule' referenced in the article?
The 'passivity rule' restricts a target company's ability to take defensive steps against a takeover bid, which is central to Intesa's complaint.
How much was Intesa Sanpaolo’s takeover bid for MPS worth?
Intesa Sanpaolo's hostile takeover bid for MPS was valued at approximately €30.6 billion in cash and shares.
Which companies were targeted by MPS’s defensive M&A actions?
MPS targeted Banco BPM and wealth manager Banca Generali in its defensive bids.

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