The board of Monte dei Paschi di Siena has issued a critical preliminary opinion on Intesa Sanpaolo's public tender and exchange offer, raising concerns about the price, antitrust risks, and the transaction's overall structure. At the same time, the board expressed interest in BancoBpm's alternative proposal, which it considered worthy of closer examination. On price, the MPS board said Intesa's proposed premium appeared lower than the average seen in comparable Italian banking transactions. According to calculations based on prices as of July 15, 2026, the consideration represented a discount of approximately 3.3% to MPS's market price, rising to approximately 6.2% after accounting for the interim dividend Intesa plans to pay in November. The offer values MPS at approximately €30.6 billion, €3.4 billion more than its market value on the day before the announcement. The board nevertheless argued that this additional value represented only a limited share of the synergies projected by Intesa and did not appear to reflect either the change of control or the subsequent breakup of the group. According to the MPS board, the synergies announced by Intesa exceed those observed in comparable mergers. It therefore called for further examination of whether they could be achieved and sustained over time. The board's principal concern involves antitrust risk. It said the transaction would further strengthen Intesa's position in several business segments and significantly increase concentration in the Italian banking system. Even after some branches were sold to Unipol, completion of the offer would remain subject to review by the competent authorities and to possible remedies affecting its scope, timetable, and industrial assumptions. Further uncertainty concerns Generali, in which MPS holds a 13.1% stake through Mediobanca. The board highlighted uncertainty over how regulators might assess the life-insurance market and the resulting competitive balance. Regarding the proposed sale of branches to Unipol, the board said the €3.0-3.5 billion consideration to be paid by the Bologna-based insurer implied valuation multiples below the averages observed for Italian banks. It argued that this raised questions about how value would be allocated among the parties and about the premium offered to MPS shareholders. The board also expressed concern about maintaining support for the local economy through the current distribution network, which would be broken up under Intesa's proposal. By contrast, the board considered BancoBpm's proposal worthy of a full assessment because it envisages an industrial transaction based on preserving and developing MPS's entire business and does not require the separation of its operations, distribution network, or brand.