The proposal from Intesa, valued at 34 billion euros in cash and shares, hinges on shareholders rejecting a counter-plan championed by MPS CEO Luigi Lovaglio. With major investors holding one-third of the bank's capital already signaling they will back Intesa, Lovaglio now lacks the two-thirds majority required to push his plan through at the upcoming October 29 vote.

MPS leadership maintains that the offer demands a surrender of their alternative strategy without guaranteeing the returns Intesa has promised. Following a board meeting on Monday, the bank stated it remains committed to exploring all initiatives to protect shareholder value, even as the path toward the October vote appears increasingly constrained by the suitor's ultimatum.