Intesa Sanpaolo put €30.6 billion ($35.3 billion) on the table Monday for Banca Monte dei Paschi di Siena: €10.09 a share, a 12.5% premium to Friday’s close. That price arrived one day after Banco BPM floated a merger of equals with Monte Paschi that would have created a €50 billion market-cap lender.

The structure is layered. Intesa’s formal offer delivers 1.6 Intesa shares plus €1 in cash per Monte Paschi share, with the cash piece totaling about €3 billion. To address antitrust concerns, Unipol Assicurazioni agreed to pay €3 to €3.5 billion for roughly 635 Monte Paschi branches, the bank’s brand, and most central functions. Unipol folds those assets into BPER Banca and operates the combined entity under the Monte Paschi name.

What Intesa keeps matters more than what it gives away. The 625 retained branches come bundled with Mediobanca, which Monte Paschi bought control of last September. Mediobanca holds a 13% stake in insurer Generali, which counts 75 million customers and manages a healthy portion of Italy’s pension savings. Intesa CEO Carlo Messina said the retained businesses represent about 80% of projected 2025 net income from Monte Paschi and Mediobanca combined.

Under Italian law, Intesa’s competing bid now requires Monte Paschi to obtain shareholder approval before it can accept BPM’s offer, effectively freezing the rival deal. Messina called BPM’s proposal a “love letter” by contrast to his concrete terms.

Compare it to UniCredit’s €10.1 billion bid for BPM in 2024, which failed. Intesa’s approach is more surgical: it’s an outright acquisition with a regulatory divestiture built in from day one. That’s a cleaner deal design, and it signals Intesa absorbed what didn’t work from Orcel’s playbook.

Intesa projects €1.5 billion in annual pretax cost synergies and €1.4 billion in revenue synergies, against €2.1 billion in pretax integration costs. The bid closes in December.

— Diana Kowalski