MILAN, June 11 (Reuters) - Intesa Sanpaolo's unsolicited EUR30.6 billion ($35 billion) cash-and-share bid for Monte dei Paschi di Siena (MPS) seeks to cement its domestic supremacy at a time when rival UniCredit is closing in on Germany's Commerzbank.

Months in the making, the offer was announced on Monday, two days earlier than planned after Banco BPM said on Sunday it would invite MPS to discuss a potential "merger of equals".

Below are the key elements of the project:

SIZE OF THE RESULTING GROUP 

After a retail branch carve-out the combined group that includes 625 MPS branches, Mediobanca, as well as a 13% stake in insurer Generali, would have:

* More than 27 million clients versus around 21 million for Intesa at the end of 2025

* Customer total financial assets of EUR1.7 trillion, a target Intesa had set for 2029, up from EUR1.5 trillion at the end of 2025.

* Combined net profit target of more than EUR16 billion in 2029 versus around EUR11.5 billion pro-forma combined in 2025.

INTEGRATION COSTS, BENEFITS

Total pre-tax annual benefits: EUR2.9 billion of which EUR1.5 billion from reducing costs and EUR1.4 billion from revenues. 

One-off costs from combination: EUR2.1 billion pre-tax or around EUR1.4 billion net. 

TIMELINE

* End-June: filing of official investor document on offer

* September 10: Intesa shareholder meeting to approve new share issue needed to finance the bid

* From end-September to end-December: 

- regulatory authorisations

- approval of offer document and publication

- start of tender offer period

- payment date

* H2 2027: sale to Unipol of the MPS carve-out.

WHAT'S UNIPOL BUYING?

* The Monte dei Paschi di Siena brand which will become Monte dei Paschi when combined with Unipol-controlled BPER Banca

* 635 branches free from commercial partnerships, around 2 million customers

* Around EUR42 billion in loans and EUR55 billion in deposits

* Carved-out entity has EUR400-EUR460 million in profits

HOW MUCH IS UNIPOL PAYING? * Between EUR3 billion and EUR3.5 billion in cash.  

WHAT WILL THE NEW MONTE DEI PASCHI BANK LOOK LIKE?

* More than 2,600 branches

* Around EUR170 billion of client loans and around EUR225 billion of deposits. 

HOW DOES INTESA'S BID COMPARE WITH BANCO BPM'S PROPOSAL?

Banco BPM, which owns 3.7% of MPS, did not table an offer but said it would invite MPS to discuss a "merger of equals" with estimated pre-tax benefits above EUR1.1 billion of which around EUR650 million from cost savings.

HOW IS INTESA'S BID STRUCTURED?

Intesa is offering 1.6 new shares for each MPS share tendered plus EUR1 in cash

Shares issuance: up to 4.86 billion 

Cash outlay: EUR3 billion

The MPS shareholders will hold 21.7% of Intesa post-deal.

PREMIUM

12.5% versus the closing price on the last trading day pre-bid

17.4% versus the previous three-month average.

DEAL CONDITIONS

Minimum acceptance threshold: 66.67% of MPS capital 

Regulatory approvals. 

($1 = 0.8678 euros)

(Reporting by Valentina ZaEditing by Keith Weir)

By Valentina Za and Andrea Mandala