Intesa Sanpaolo filed its formal voluntary tender offer document with Consob for all outstanding shares of Banca Monte dei Paschi di Siena, converting two years of political negotiation into binding regulatory procedure. The tender targets completion in December, marking the terminal phase of a restructuring that began with a €5.4bn state bailout in 2017 and consumed €25bn in public capital over fifteen years.

The Consob filing establishes hard milestones for a transaction that consolidates Italy's third and fifth largest banks by assets. Intesa acquires MPS's €160bn in customer deposits, 1,000 branches concentrated in Tuscany and Lazio, and the institution founded in 1472 that became synonymous with European sovereign-banking feedback loops. The Italian Treasury, which owns 64% of MPS after three recapitalizations, exits a position that violated EU state-aid timelines and forced divestment commitments delayed four times since 2020. Intesa's offer values MPS equity near €1.6bn at current trading levels, a 40% discount to the bank's stated book value but a 300% premium to its 2017 post-bailout trough.

What matters is execution risk on a balance sheet cleaned incompletely. MPS reduced gross non-performing exposures from €47bn in 2015 to €4.1bn by year-end 2024, but Intesa inherits €8.2bn in problem loans when including unlikely-to-pay and restructured credits under revised ECB definitions. The bank's cost-income ratio sits at 68%, twenty-two points above Intesa's group average, with overlapping branch footprints in 180 Italian municipalities that require negotiated closures under national labor agreements. Intesa's integration playbook—used in the Banca Popolare di Vicenza absorption and the UBI Banca merger—targets €700mn in annual cost synergies by 2027, but MPS's Tuscan political importance limits the pace of workforce reduction. The transaction adds 21,000 employees to Intesa's 91,000 headcount, concentrated in regions where branch traffic declined 31% since 2019 but union density remains above 80%.

The secondary effect runs through Italian sovereign exposure and EU capital treatment. MPS holds €22bn in Italian government bonds, 13.8% of assets, adding to Intesa's existing €95bn position and tightening the bank's structural correlation to BTP spreads. Under Basel III completion rules effective January 2025, this concentration reduces the diversification benefit in risk-weighted asset calculations, forcing higher capital buffers against a sovereign rated two notches above junk. Intesa's CET1 ratio stands at 13.7%, leaving 240 basis points above regulatory minimums, but the MPS integration consumes an estimated 80 basis points through goodwill amortization and restructuring charges. The ECB's final approval, expected in November, will set capital add-ons tied to MPS's operational risk history—the bank paid €2.1bn in settlements and legal reserves between 2015 and 2023 for derivative mis-selling and fraudulent accounts.

Allocators should track three specific events. First, the Consob approval of the offer document, due within twenty business days of filing, which finalizes pricing and sets the acceptance period opening. Second, the ECB's Supervisory Board decision on integration capital requirements, scheduled for late November and visible in Intesa's Q4 regulatory disclosures. Third, the Treasury's post-tender stake, which determines whether residual state ownership triggers governance restrictions under updated EU banking union rules—thresholds sit at 10% for board representation rights and 5% for quarterly reporting mandates.

The file with Consob means Intesa now operates under deal-break penalties and timeline commitments that eliminate optionality. December completion requires clearance from five regulatory bodies across three jurisdictions, with the longest lead time sitting in the ECB's operational risk assessment. The market prices 88% probability of close at current MPS share levels.