MPS investors can back defence plan and still accept Intesa's offer, CEO says

By Valentina Za

MILAN, Sept 23 (Reuters) - Monte dei Paschi Chief Executive Luigi Lovaglio urged investors in the Italian bank to back his defence strategy against a takeover bid by Intesa Sanpaolo even if they intend to tender their shares under the offer.

Addressing a Bank of America investor conference in London, Lovaglio said an October 29 vote on the defence plan should not be seen as a choice between Intesa's bid and the alternative deal MPS is proposing.

"It's not a moment where you decide about one deal or the other," Lovaglio said.

• Under Italian rules, the management of a company targeted by a bid needs shareholder approval to proceed with any moves that could thwart the takeover.

• To fend off the €36 billion cash-and-share offer, MPS is proposing buying rival mid-sized commercial bank Banco BPM as well as wealth manager Banca Generali in two all-share deals worth in aggregate €38 billion.

• Lovaglio said that backing the defence strategy would give MPS's management the chance to better define and explain the plan to shareholders.

• The market's response to the defence plan has been poor. However, Lovaglio said that by having an alternative on the table, shareholders stood a better chance of extracting a higher price from Intesa.

• Intesa, whose offer includes €4 billion in cash on top of the share component, has ruled out raising the price.

• Shareholder approval for Lovaglio's plan would complicate matters for Intesa, whose buyout offer is due to start only in November after clearing regulatory hurdles.

• Intesa is counting on concluding its bid before the two MPS bids go live.

• Given the binding nature of such bids once launched, Intesa needs to get control of MPS before the tender period for the two MPS offers starts.

(Reporting by Valentina Za, edititing by Cristina carlevaro and Elaine Hardcastle)