MPS investors should reject twin bids, special dividend, proxy advisers say

MILAN, Oct 14 (Reuters) - Leading governance advisers Institutional Shareholder Services (ISS) and Glass Lewis urged shareholders in Monte dei Paschi di Siena to reject proposed bids to buy Banco BPM and Banca Generali at an upcoming 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, a break-up prospect MPS opposes.

In a 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".

Glass Lewis said in a report on Wednesday that its recommendation to reject Lovaglio's defence plan stemmed mainly from the need "to critically preserve investor optionality at an exceptionally impactful juncture".

Intesa a week ago sweetened its bid on condition MPS shareholders vote against the counter plan on October 29, warning it otherwise intends to make use of clauses allowing it to drop its takeover offer.

Glass Lewis noted that a group of key MPS investors had already sided with Intesa following the ultimatum, and that Banco BPM's main shareholder Credit Agricole had also rejected the MPS bid.

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

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".

Glass Lewis also urged investors not to back the appointment of Alessandro Caltagirone, son of leading MPS shareholder Francesco Gaetano Caltagirone, to the bank's board.

(Reporting by Valentina Za and Andrea Mandala. Editing by Clarence Fernandez and Mark Potter)