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MPS investors should reject twin bids, special dividend, proxy adviser ISS says - Finance news and analysis from Global Banking & Finance Review
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MPS investors should reject twin bids, special dividend, proxy adviser ISS says

Published by Global Banking & Finance Review

Posted on October 14, 2026

2 min read

· Last updated: October 14, 2026

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ISS Advises MPS Investors to Reject Twin Bids and Special Dividend in Key Vote

ISS Recommendations and Shareholder Vote Overview

MILAN, Oct 14 (Reuters) - Leading governance adviser Institutional Shareholder Services (ISS) urged shareholders in Monte dei Paschi di Siena to reject proposed bids to buy Banco BPM and Banca Generali at an upcoming vote.

Details of the Shareholder Vote

MPS investors meet on October 29 to vote on the plan, which is CEO Luigi Lovaglio's defence scheme against a takeover offer by Intesa Sanpaolo. Intesa has bid for MPS and would then sell half of its branches to resolve antitrust issues.

ISS Proxy Report Insights

In a proxy report released late on Tuesday, ISS said MPS investors were "being asked to vote on a vision that contemplates doubling the bank's size through two deals in the midst of integrating the prior transformational acquisition of Mediobanca."

Recommendations on Mergers and Dividends

ISS recommended that shareholders back the merger of Mediobanca with MPS, while voting against a special dividend distribution connected to the twin bids.

Concerns Over Intesa’s Offer

ISS said the Intesa offer "was not without concerns of its own". However, "even when viewed in isolation, the facts and disclosure do not support the proposed deals."

Reporting Credits

(Reporting by Valentina Za; Editing by Clarence Fernandez)

Key Takeaways

  • ISS urges shareholders to vote against the bids for Banco BPM and Banca Generali due to lack of due diligence, definitive pricing, and shareholder agreements (borsaitaliana.it)
  • ISS also recommends rejecting the €4 billion special dividend tied to the twin bids, warning it could undermine the merits of the integration vision (borsaitaliana.it)
  • ISS supports the Mediobanca merger, but clarifies that its opposition to the twin bids isn’t an endorsement of Intesa Sanpaolo’s takeover offer, which also has shortcomings (borsaitaliana.it)

References

Frequently Asked Questions

Who is advising MPS investors regarding the twin bids?
Institutional Shareholder Services (ISS) is advising MPS investors to reject the proposed twin bids and special dividend.
What are the proposed deals that MPS investors are voting on?
MPS investors will vote on bids to buy Banco BPM and Banca Generali, as well as a related special dividend.
When is the MPS investor vote taking place?
The vote is scheduled for October 29.
Why does ISS recommend rejecting the twin bids?
ISS believes the deals lack sufficient facts and disclosure, and MPS is already managing the Mediobanca acquisition.
What is the alternative merger recommended by ISS?
ISS recommends shareholders support the merger of Mediobanca with MPS.

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