On 4 October 2026, the board of Delfin, the Luxembourg holding company of Leonardo Del Vecchio’s heirs, unanimously decided to back Intesa Sanpaolo’s offer for Banca Monte dei Paschi di Siena (MPS). Delfin, the largest MPS shareholder with 534,676,825 shares (17.6%), committed to tender them all.
The decision matters beyond banking. Since the founder died in 2022, his eight heirs have disagreed about dividends, control and who may sell. Their holding company was built to keep the family together. It has also kept them stuck, and this vote shows why liquid assets are easier to share.
The offer and Delfin’s promise
Intesa announced its offer on 8 June 2026 and improved it on 3 October: for each MPS share, 1.6 new Intesa shares plus €1.25 in cash, up from €1. At prices of 5 June, before the announcement, that values an MPS share at €10.341, a 15.3% premium. If every MPS share is tendered, the offer is worth about €31.4 billion: €27.6 billion in shares and €3.8 billion in cash.
In its letter to Intesa, Delfin promised to tender all its shares, to vote at the MPS meeting in line with Intesa’s conditions, and not to buy more MPS shares until six months after the offer’s last payment. It may accept a competing offer, but if that fails, its shares count as tendered to Intesa.
The arithmetic for Delfin
The €668 million in some reports is only the cash. Using published numbers:
- Cash: 534,676,825 shares × €1.25 = about €668 million. Under the original €1, it would have been about €535 million, so the raise is worth about €134 million to Delfin.
- Shares: 534,676,825 × 1.6 = about 855.5 million new Intesa shares.
- Stake: Intesa had 17,682,460,955 shares at the end of June 2026. If all 3,037,397,735 MPS shares covered by the offer are tendered, Intesa would issue about 4.86 billion new shares, for a total of about 22.5 billion. Delfin would own about 3.8%. Fewer acceptances would push that a little higher.
- Value: at the €10.341 reference value, the whole package is worth about €5.5 billion. The real number moves with Intesa’s share price.
The vote on 29 October
The offer now depends on an extraordinary MPS shareholders’ meeting on 29 October. It will vote on the alternative plan of MPS’s chief executive, Luigi Lovaglio: exchange offers for Banco BPM and Banca Generali, with the related capital measures. Intesa has said that if any of these is approved, its offer will lapse. Delfin will vote against, and on 8 October the Caltagirone group, which says it holds 10.26% of MPS, said it would too.
Eight equal stakes and an 88% rule
Leonardo Del Vecchio, the founder of Luxottica, died on 27 June 2022. Under his will, Delfin was split into eight equal stakes of 12.5%: his widow Nicoletta Zampillo, his six children, and her son Rocco Basilico. No heir was put in charge; Francesco Milleri chairs Delfin. It owns about a third of EssilorLuxottica and stakes in Generali and UniCredit.
According to Bloomberg and Italian press reports, Delfin’s bylaws require more than 88% of votes for key decisions, including transfers of stakes to third parties. Seven of the eight heirs together hold 87.5%, just short of 88%, so any one heir can block. The rule was meant to stop one person taking over. It also means nothing important moves without everyone. (We explain holding companies in Holding Structures in Plain English.)
Four years of dispute
In April 2026 Delfin’s shareholders approved, with 75% of the votes, a plan for Leonardo Maria Del Vecchio to buy the stakes of his siblings Luca and Paola for about €10 billion, taking him to 37.5%. In May, Rocco Basilico asked a Luxembourg court to annul the vote, arguing that the 88% threshold applied. In June Leonardo Maria said bank talks to finance it had stalled; in late August he left his executive roles at EssilorLuxottica, with the plan still stalled.
The heirs are now moving their stakes into personal holding companies; Luca, Paola and Claudio have done so. Each transfer gives the other shareholders, and then Delfin, a right to buy first. On 29 September a Luxembourg court gave them until the end of March 2027 to decide on the stakes of Leonardo Maria, Clemente Del Vecchio and Rocco Basilico, over Leonardo Maria’s objection.
In late August, Italian media reported that the court would rule on 30 October on the transfers and on Delfin’s value. As of 12 October 2026 we could not confirm that this date still stands; the latest decision moved the key deadline to March 2027. On value, experts in a procedure started by Basilico put Delfin’s net assets at about €48 billion in December 2025, or €34 billion after a 30% holding discount. In August 2026 Corriere della Sera estimated them at about €40 billion, or about €3.5 billion per 12.5% stake after the discount. These are estimates, not a court ruling.
Why a bank stake is easier to share
A 17.6% block of MPS is hard to split eight ways: its value hangs on a contested vote, and selling it would move the price. Cash can simply be paid out, and shares in a large, heavily traded bank can be sold in pieces. Milano Finanza reported that this was one reason the heirs agreed, and that Delfin expects to have no debt from early 2027, which could help it buy out a shareholder.
A fair caveat
A unanimous board is not eight shareholders in full agreement; Milano Finanza reported that the board started out split. The offer can still fail on 29 October. Valuations are press estimates, and the court cases are ongoing.
Five lessons to take away
- Equal shares do not mean shared views. Eight equal stakes gave every heir a veto.
- A supermajority can be unanimity in disguise. With 12.5% stakes, an 88% rule means everyone must agree.
- Liquid assets are easier to divide. Cash and widely traded shares split more easily than a strategic block.
- Write the exit rules early. Pre-emption, valuation and buyout terms decide how long a separation takes.
- If the family cannot decide, courts set the pace. Luxembourg judges are now part of Delfin’s calendar.
Questions to bring to your advisors
If one of us wanted to leave our holding company, how would the price be set, and who could buy first? What majority do our key decisions need, and could one person block them? These are questions to bring to your advisors, not advice.