Information
Regulated Notice No.
0033-175-2026
Dissemination Start Date/Time July 10, 2026 19:55:02
Euronext Milan
Company: INTESA SANPAOLO
User - Contact: BINTESAN18 - Tamagnini Andrea
Type: REGEM
Reception Date/Time: July 10, 2026 19:55:02 Dissemination Start Date/Time: July 10, 2026 19:55:02 Subject: The offeror Intesa Sanpaolo S.p.A. announces the parties assisting it in connection with the voluntary public takeover and exchange offer launched for all shares of Banca Monte dei Paschi di Siena S.p.A.
Press release text
See attachment
NOT FOR DISCLOSURE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS.
Da non diffondersi, pubblicarsi o distribuirsi, in tutto o in parte, direttamente o indirettamente negli Stati Uniti d'America, in Australia, Canada o Giappone, nonché in qualsiasi altro Paese in cui l’Offerta non sia autorizzata ovvero ad alcuna persona a cui non sia consentito dalla legge fare tale offerta o sollecitazione.
Not to be disclosed, published or distributed, in whole or in part, directly or indirectly in the United States of America, Australia, Canada or Japan, or in any other country in which the Offer is not authorized or to any person not permitted by law to make such an offer or solicitation.
PRESS RELEASE
THE OFFEROR INTESA SANPAOLO S.P.A. ANNOUNCES THE PARTIES ASSISTING IT IN CONNECTION WITH THE VOLUNTARY PUBLIC TAKEOVER AND EXCHANGE OFFER LAUNCHED FOR ALL SHARES OF BANCA MONTE DEI PASCHI DI SIENA S.P.A.
Turin, Milan, July 10, 2026 – Intesa Sanpaolo S.p.A. ("Intesa Sanpaolo" or the "Offeror") announces the parties assisting it in connection with the voluntary public takeover and exchange offer (the "Offer" or the "OPAS") launched for all ordinary shares of Banca Monte dei Paschi di Siena S.p.A. ("MPS") and announced to the market on June 8, 2026.
Financial Advisors
Intesa Sanpaolo is assisted by J.P. Morgan Securities plc, as Sole M&A and Lead Financial Advisor for the transaction, who will coordinate with the other financial advisors BNP Paribas, Morgan Stanley & Co. International plc and Equita SIM S.p.A. on related activities and relations with the financial markets. Intesa Sanpaolo is also assisted by Provasoli Advisory Partners S.p.A., as Financial and Valuation Expert, with reference to the economic-financial and valuation analyses supporting the transaction.
Legal and Tax Advisors The legal, corporate, regulatory, and tax aspects of the transaction are handled by PedersoliGattai Studio Legale, as legal counsel for the Offeror, also in coordination with Cintioli & Associati, Gatti Pavesi Bianchi Ludovici, Tombari D'Angelo e Associati, Zoppini e Associati, and Tremonti Partners.
For authorization requests in foreign jurisdictions, Intesa Sanpaolo is assisted by Baker McKenzie, with coordination by PedersoliGattai. Intesa Sanpaolo is also assisted by Wachtell, Lipton, Rosen & Katz.
For antitrust matters in the various jurisdictions affected by the Offer, the Offeror also avails itself of the support of leading specialized law firms, also with coordination by PedersoliGattai.
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Da non diffondersi, pubblicarsi o distribuirsi, in tutto o in parte, direttamente o indirettamente negli Stati Uniti d'America, in Australia, Canada o Giappone, nonché in qualsiasi altro Paese in cui l’Offerta non sia autorizzata ovvero ad alcuna persona a cui non sia consentito dalla legge fare tale offerta o sollecitazione.
Not to be disclosed, published or distributed, in whole or in part, directly or indirectly in the United States of America, Australia, Canada or Japan, or in any other country in which the Offer is not authorized or to any person not permitted by law to make such an offer or solicitation.
Other Engagements
EY S.p.A., as auditor, has been appointed to provide the report on the fairness of the issue price of Intesa Sanpaolo shares pursuant to art. 158 of the TUF and art. 2441 of the Civil Code, the limited assurance report on the methods used by the Board of Directors for determining the exchange ratio and its application procedures, as well as the report on the compilation of Intesa Sanpaolo's pro forma financial information.
Deloitte Advisory S.r.l. S.B. has been appointed to provide the report pursuant to art. 2343-ter, paragraph 2, letter b), of the Civil Code, with reference to the fair value of the MPS shares subject to contribution.
Sodali & Co. S.p.A. acts as Global Information Agent for the transaction, with the support of D.F. King Ltd, available to shareholders for information relating to the Offer and the Extraordinary Meeting of Intesa Sanpaolo convened for September 10, 2026. The dedicated Contact Center has been active since June 29, 2026, via a dedicated email account, opas.mps@investor.sodali.com, a toll-free number 800 141 319 (from national landlines), a direct line +39 06 97620599 (from landlines, mobiles, and abroad), and a WhatsApp number +39 339 351 0757. These channels will be active from Monday to Friday, from 9:00 AM to 6:00 PM (Central European Time – CET).
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Not to be disclosed, published or distributed, in whole or in part, directly or indirectly in the United States of America, Australia, Canada or Japan, or in any other country in which the Offer is not authorized or to any person not permitted by law to make such an offer or solicitation.
THIS DOCUMENT MUST NOT BE DISCLOSED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN (OR OTHER EXCLUDED COUNTRIES). THE INFORMATION PROVIDED IN THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE EXCLUDED COUNTRIES (AS DEFINED BELOW) OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR TO ANY PERSON TO WHOM IT IS NOT PERMITTED BY LAW TO MAKE SUCH OFFER OR SOLICITATION.
The voluntary public tender and exchange offer referred to in this Announcement is promoted by Intesa Sanpaolo S.p.A. on all shares of Banca Monte dei Paschi di Siena S.p.A., which as of today – net of the 1,020,448 shares of Banca Monte dei Paschi di Siena S.p.A. currently held by the Offeror – amount to a maximum of 3,037,397,735 (the "Shares Subject to the Offer"). It is also noted that the Shares Subject to the Offer will potentially be increased by a maximum of 272,012,804 shares of Banca Monte dei Paschi di Siena S.p.A. which, based on what was communicated on March 10, 2026, by the Boards of Directors of Banca Monte dei Paschi di Siena S.p.A. and Mediobanca – Banca di Credito Finanziario S.p.A., will be issued to service the exchange of the merger of Mediobanca – Banca di Credito Finanziario S.p.A. into Banca Monte dei Paschi di Siena S.p.A., should the aforementioned merger become effective before the closing of the Offer acceptance period.
This Announcement does not constitute an offer to buy or sell shares of Banca Monte dei Paschi di Siena S.p.A.
Before the commencement of the Acceptance Period, as required by applicable regulations, the Offeror will publish an Offer Document which shareholders of Banca Monte dei Paschi di Siena S.p.A. should carefully examine.
The Offer is promoted exclusively in Italy and is addressed, without distinction and on equal terms, to all holders of shares of Banca Monte dei Paschi di Siena S.p.A. The Offer is promoted in Italy because the shares of Banca Monte dei Paschi di Siena S.p.A. are listed on the regulated market Euronext Milan organized and managed by Borsa Italiana S.p.A. and, subject to the following, is subject to the obligations and procedural requirements provided for by Italian law.
The Offer is not promoted or disseminated in the United States of America (or addressed to U.S. Persons, as defined under the U.S. Securities Act of 1933, as amended), in Canada, Japan, and Australia, nor in any other country where such Offer is not permitted without authorization from the competent Authorities or other fulfillments by the Offeror (such countries, including the United States of America, Canada, Japan, and Australia, collectively, the "Excluded Countries"), nor by using national or international communication or trade instruments of the Excluded Countries (including, by way of example, postal service, fax, telex, email, telephone, and internet), nor through any facility of any of the financial intermediaries of the Excluded Countries, nor in any other way. As of the date of this Announcement, the Offeror has not made any decision regarding the potential extension of the Offer in the United States of America and/or in other Excluded Countries, and reserves all rights in this regard in compliance with applicable regulations.
Partial or full copies of any document that the Offeror will issue in relation to the Offer are not and must not be sent, nor transmitted in any way, or otherwise distributed, directly or indirectly, in the Excluded Countries. Anyone who receives the aforementioned documents must not distribute, send, or ship them (neither by mail nor through any other means or instrument of communication or trade) in the Excluded Countries.
Any acceptances of the Offer resulting from solicitation activities carried out in violation of the above limitations will not be accepted.
This Announcement, as well as any other document issued by the Offeror in relation to the Offer, do not constitute or form part of any offer to purchase or exchange, nor any solicitation of offers to sell or exchange, securities in the United States of America or in any of the Excluded Countries. Securities may not be offered or sold in the United States of America unless they have been registered under the U.S. Securities Act of 1933, as amended, or are exempt from registration requirements. The securities offered in connection with the transaction referred to in this Announcement will not be registered under the U.S. Securities Act of 1933, as amended. No securities may be offered or traded in the Excluded Countries without specific authorization in accordance with the applicable provisions of the local law of said Excluded Countries or a waiver thereof.
Intesa Sanpaolo S.p.A. reserves the right to extend the Offer in the United States of America and/or in other Excluded Countries in compliance with applicable regulations.
This Announcement is accessible in or from the United Kingdom exclusively (i) to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as subsequently amended (the "Order") or (ii) to high net worth companies and other persons to whom the Announcement may be lawfully communicated, falling within Article 49(2) points (a) to (d) of the Order or (iii) to qualified investors, as defined in Annex 1(15) of the Public Offer and Admissions to Trading Regulations 2024 (all such persons are collectively referred to as "Relevant Persons"). The securities referred to in this Announcement are available only to Relevant Persons and any invitation, offer, agreement to subscribe, purchase or otherwise acquire such securities will be directed only at them. Any person who is not a Relevant Person should not act or rely on this document or its contents.
Acceptance of the Offer by persons resident in countries other than Italy may be subject to specific obligations or restrictions provided for by legal or regulatory provisions. It is the sole responsibility of the recipients of the Offer to comply with such rules and, therefore, before accepting the Offer, to verify their existence and applicability, by consulting their own advisors. The Offeror cannot be held responsible for any violation by any person of any of the aforementioned limitations.
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Not to be disclosed, published or distributed, in whole or in part, directly or indirectly in the United States of America, Australia, Canada or Japan, or in any other country in which the Offer is not authorized or to any person not permitted by law to make such an offer or solicitation.
THIS DOCUMENT SHALL NOT BE RELEASED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN (OR IN THE OTHER EXCLUDED COUNTRIES). THE INFORMATION PROVIDED HEREIN DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE EXCLUDED COUNTRIES (AS DEFINED HEREAFTER) OR ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED, OR TO ANY PERSON NOT PERMITTED BY LAW TO MAKE SUCH AN OFFER OR SOLICITATION.
The voluntary public tender and exchange offer referred to in this Press Release is promoted by Intesa Sanpaolo S.p.A. on all the shares of Banca Monte dei Paschi di Siena S.p.A., that as of today – deducting no. 1,020,448 shares of Banca Monte dei Paschi di Siena S.p.A., to date, held by the Offeror – amount to a maximum of no. 3,037,397,735 (the “Shares Subject to the Offer”). It should be noted that the Shares Subject to the Offer could be increased by a maximum of no. 272,012,804 shares of Banca Monte dei Paschi di Siena S.p.A. that, on the basis of what was communicated on 10 March 2026 by the Boards of Directors of Banca Monte dei Paschi di Siena S.p.A. and Mediobanca - Banca di Credito Finanziario S.p.A., will be issued to service the exchange of the merger of Mediobanca - Banca di Credito Finanziario S.p.A. into Banca Monte dei Paschi di Siena S.p.A., should the aforementioned merger become effective prior to the closing of the acceptance period of the Offer.
This Press Release does not constitute an offer to buy or sell any shares of Banca Monte dei Paschi di Siena S.p.A.
Prior to the commencement of the Acceptance Period, as required under applicable law, the Offeror will publish an Offer Document that the shareholders of Banca Monte dei Paschi di Siena S.p.A. must carefully examine.
The Offer is promoted exclusively in Italy and is addressed, without distinction and on equal terms, to all holders of shares of Banca Monte dei Paschi di Siena S.p.A. The Offer is promoted in Italy as the shares of Banca Monte dei Paschi di Siena S.p.A. are listed on the regulated market Euronext Milan organised and managed by Borsa Italiana S.p.A. and, subject to the following, the same is subject to the obligations and procedural requirements provided for by Italian law.
The Offer is not directed or promoted in the United States of America (or directed at U.S. Persons, as defined by the U.S. Securities Act of 1933, as subsequently amended), Canada, Japan, Australia and any other jurisdictions where making the Offer therein would not be allowed without any approval by any regulatory authority or without any other requirements to be complied with by the Offeror (such jurisdictions, including the United States of America, Canada, Japan and Australia, are jointly defined as the “Excluded Countries”), neither by using national or international instruments of communication or commerce of the Excluded Countries (including, without limitation, postal network, fax, telex, e-mail, telephone and internet), nor through any structure of any of the Excluded Countries’ financial intermediaries or in any other way. As at the date of this Press Release, the Offeror has not taken any decision about any extension of the Offer in the United States of America and/or other Excluded Countries, and reserves any right in this respect in compliance with applicable regulations.
A copy of any document that the Offeror will issue in relation to the Offer, or portions thereof, is not and shall not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the Excluded Countries. Anyone receiving such documents shall not distribute, forward or send them (neither by postal service nor by using national or international instruments of communication or commerce) in the Excluded Countries.
Any tender in the Offer resulting from solicitation carried out in violation of the above restrictions will not be accepted.
This Press Release, as well as any other document issued by the Offeror in relation to the Offer, does not constitute and is neither part of an offer to buy or exchange, nor of a solicitation to offer to sell or exchange financial instruments in the United States of America or in the Excluded Countries. Financial instruments cannot be offered or sold in the United States of America unless they have been registered pursuant to the U.S. Securities Act of 1933, as subsequently amended, or are exempt from registration. Financial instruments offered in the context of the transaction described in this Press Release will not be registered pursuant to the U.S. Securities Act of 1933, as subsequently amended. No financial instrument can be offered or transferred in the Excluded Countries without specific approval in compliance with the relevant provisions applicable in such Excluded Countries or without exemption from such provisions.
Intesa Sanpaolo S.p.A. reserves the right to extend the Offer in the United States of America and/or in other Excluded Countries in compliance with applicable regulations.
This Press Release may only be accessed in or from the United Kingdom (i) by persons having professional experience in matters relating to investments falling within the scope of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as subsequently amended (the “Order”), (ii) by companies having high net assets and by persons to whom the document can be legitimately transmitted because they fall within the scope of Article 49(2) paragraphs from (a) to (d) of the Order, or (iii) by qualified investors as defined under paragraph 15 of schedule 1 of the Public Offer and Admissions to Trading Regulations 2024 (all these persons are jointly defined as “Relevant Persons”). Financial Instruments described in this document are made available only to Relevant Persons (and any solicitation, offer, agreement to subscribe, purchase or otherwise acquire such financial instruments will be directed exclusively at such persons). Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
Tendering in the Offer by persons residing in jurisdictions other than Italy may be subject to specific obligations or restrictions imposed by applicable legal or regulatory provisions of such jurisdictions. Recipients of the Offer are solely responsible for complying with such laws and, therefore, before tendering in the Offer, they are responsible for determining whether such laws exist and are applicable by relying on their own advisors. The Offeror does not accept any liability for any violation by any person of any of the above restrictions.
Investor Relations +39.02.87943180 investor.relations@intesasanpaolo.com group.intesasanpaolo.com Media Relations +39.02.87962326 stampa@intesasanpaolo.com
End of Press Release No. 0033-175-2026 Number of Pages: 6