By Valentina Za

MILAN, June 11 (Reuters) - Intesa Sanpaolo's ISP.MI swoop on Monte dei Paschi di Siena (MPS) BMPS.MI bears the hallmarks of Chief Executive Carlo Messina's approach: meticulously prepared with loyal allies, and with buy-in from the government in Rome.

Announcing a €30.6 billion ($35 billion) cash-and-share bid for MPS on Monday, Messina, 64, drew on a playbook developed six years earlier when Intesa unexpectedly acquired UBI, Italy's healthiest second-tier bank, leapfrogging UniCredit CRDI.MI as Italy's biggest lender.

Each bid came after months of work behind the scenes to structure a deal with built-in remedies for anticipated antitrust hurdles.

And on both occasions Intesa teamed up with insurer Unipol UNPI.MI, led by CEO Carlo Cimbri, another towering figure in Italian finance.

Discussions about the MPS project began in January, with Intesa and Unipol teams working in secrecy. After a pause as Messina cared for his mother, who died a month ago, talks accelerated and the bid came two days earlier than planned, after rival suitor Banco BPM BAMI.MI approached MPS.

SMOOTH RELATIONS WITH GOVERNMENT

Messina has led Intesa since 2013 after a nearly two-decade career within the group and an earlier stint in academia.

Born and educated in Rome, and without an international background, he honed his English skills when he became CEO.

He has sought to establish Intesa as a reliable counterpart for the government in an economy that relies heavily on banks.

"When you join forces, you can get things done," Messina said this week.

While UniCredit expanded abroad, Intesa has bet on Italy's vast pool of private savings, gearing its business towards asset management and insurance and becoming what Italians call a "banca di sistema" - an ally for the state.

At a press conference on Monday, Messina recounted a phone call last year where he and Prime Minister Giorgia Meloni agreed the terms of a windfall tax on banks.

Being the government's go-to bank proved a boon for Intesa in June 2017 when Italy raced to seal a rescue deal for two failed Venetian banks in just a weekend.

The resulting accord brought €5.2 billion of public money into Intesa's coffers, the good assets of the two banks and €12 billion in state guarantees.

The deal was so costly for taxpayers that officials told Reuters the Treasury had vowed never again to grant such generous terms in a bank bailout.

That pledge sank negotiations between Rome and UniCredit in 2021 when CEO Andrea Orcel sought to secure comparable benefits in a bailout of MPS.

TRUSTED PARTNER

Messina kept Intesa out of what he described as M&A craziness as Orcel angered Italy's Treasury by bidding for Banco BPM in November 2024 to prevent a government-backed BPM-MPS deal, and later clashed with Germany over his pursuit of Commerzbank CBKG.DE.

But with UniCredit closing in on Commerzbank and MPS in boardroom chaos after the Mediobanca takeover, Messina started working on a deal in which Unipol would take on around half of MPS bank branches for competition reasons.

Agreeing Unipol's cash payment of up to €3.5 billion required months of negotiations.

"Deals also come together thanks to personal relationships," Messina said on Monday. "I trust Carlo Cimbri blindly because when he says something, he does it."

The trust is reciprocal. Cimbri once described Messina as Italy's "only true banker".

TIGHT-KNIT TEAM

Intesa is run by a group of executives who have rotated through senior roles as direct reports to the CEO and could take the reins if needed, even as Messina, who began a new three-year mandate in April 2025, says he is happy to stay on as long as shareholders want him.

His high payout policy has kept core shareholders happy, including not-for-profit Italian banking foundations which rely on dividends to fund their charitable work as well as international investors like BlackRock.

Intesa itself has a large budget for charitable activities and a reputation as a workplace where jobs are secure, though some employees Reuters spoke to complained that a lack of dynamism can stifle talent.

Messina, who often speaks about social inequalities, has publicly pledged that large technology investments will not cost any Intesa employees - "my people" - their jobs.

LEARNING FROM MISTAKES

The 2017 rescue of Venetian banks allowed Messina to leave behind a rare setback: earlier that year, a press leak forced Intesa to disclose it was examining a possible combination with Generali, only to abandon the idea weeks later.

It has since developed its insurance business internally, and a Generali takeover would face big antitrust hurdles.

Intesa nevertheless remains keen on the 13% Generali stake it will acquire through MPS. To protect that position, this week it took a 3% Generali stake, avoiding a repeat of 2017 when Generali bought an Intesa shareholding as a defensive move.

Italian rules on reciprocal shareholdings effectively favour the first mover, curbing voting rights for the subsequent buyer.

"You can make a mistake. But you cannot make that mistake a second time," Messina told analysts.

($1 = 0.8648 euros)