Banca Monte dei Paschi di Siena S.p.A.MIL: BMPS

Press Release

· Issued by Banca Monte dei Paschi di Siena S.p.A.

Summary by 6ix AI

On October 12, 2026, the board of Banca Monte dei Paschi di Siena (MPS) issued preliminary observations on Intesa Sanpaolo's October 3, 2026 changes to its offer of its own shares plus cash for all MPS shares. The changes raise the cash part from Euro 1.00 to Euro 1.25 per MPS share.

Key details

  • The consideration would consist of 1.600 newly issued Intesa Sanpaolo shares plus Euro 1.25 in cash for each MPS share tendered.
  • Based on Intesa Sanpaolo's official share price as of June 5, 2026, as referenced by Intesa Sanpaolo, the offer implies Euro 10.341 per MPS share, 15.3% above the MPS official share price that day, compared with a 12.5% premium under the original offer.
  • The board says this premium remains below the average premium of approximately 30% above the pre-announcement official price in comparable voluntary tender offers in Italian banking that MPS cited on July 16, 2026.
  • Intesa Sanpaolo's October 3 release also changed other offer conditions and included comments on MPS's industrial plan and the future of the bank, its franchise and Siena.

What’s still pending

  • The higher cash amount applies should the offer proceed.
  • The board's formal assessment of the offer, required under Article 103 of Legislative Decree No. 58/1998, is still to come and will be based on Intesa Sanpaolo's offer document.
  • Intesa Sanpaolo is to publish the offer document once the required regulatory approvals have been obtained.

6ix AI wrote this summary from the release below and checked it against the release.

On 6ix: 6ix.com/news/banca-monte-dei-paschi-di-siena-s-p-a-press-release-1

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Financial
Press Release
PRELIMINARY OBSERVATIONS OF THE BOARD OF DIRECTORS OF BANCA MONTE DEI PASCHI DI SIENA ON THE INTESA SANPAOLO PRESS RELEASE OF 3 OCTOBER 2026

Siena, 12 October 2026 - The Board of Directors of Banca Monte dei Paschi di Siena S.p.A. ("MPS" or the "Bank"), which met under the Chairmanship of Prof. Cesare Bisoni, has examined the press release issued by Intesa Sanpaolo S.p.A. ("ISP" or the "Offeror") on 3 October 2026 (the "ISP Press Release") in relation to the voluntary public tender and exchange offer launched by ISP for all the shares of the Bank (the "ISP Offer").

The ISP Press Release introduces new elements relating to the ISP Offer as originally announced, concerning both the consideration and the other conditions of the latter, and it includes considerations regarding the industrial project pursued by MPS and the future of the Bank, its franchise and Siena.

The Board of Directors therefore considers it appropriate to set out certain preliminary observations, in the interest of the Bank and of all its shareholders and stakeholders.

These preliminary observations do not replace the assessment of the ISP Offer that the Board of Directors will issue, with the support of its advisers, pursuant to Article 103 of Legislative Decree No. 58/1998 (the "TUF"), on the basis of the offer document to be published by ISP once the required regulatory approvals have been obtained (the "ISP Offer Document").


1. Update to the consideration of the ISP Offer
The Board of Directors acknowledges ISP's decision to increase the cash component of the consideration under the ISP Offer from Euro 1.00 to Euro 1.25 per MPS share, should the ISP Offer proceed.

Accordingly, the consideration will consist of no. 1.600 newly issued ISP shares and Euro 1.25 in cash for each MPS share tendered.

Based on the official price of ISP shares as of 5 June 2026, as referenced by the Offeror itself, the consideration implies a valuation of Euro 10.341 per MPS share and a premium of 15.3% over the official price of the MPS shares recorded on that date, which compares with the 12.5% premium implied by the consideration originally offered by ISP.

This premium remains below the average premium observed in comparable voluntary public tender offers in the Italian banking sector referred to by the Bank in its press release of 16 July 2026, equal to approximately 30%1 above the official price prior to the announcement.


1 Considering BPER-Banca Popolare di Sondrio, MPS-Mediobanca, Crédit Agricole Italia-Creval and ISP-UBI Banca.

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