Exhibit
4.0


 


	
  

  	
   

  	
  

  



 


JOINT PRESS RELEASE


BANCA
INTESA AND SANPAOLO IMI GET THE GREEN LIGHT FROM THE ANTITRUST AUTHORITY FOR
THE MERGER


Milano,
Torino, 20th December 2006 - Banca Intesa and Sanpaolo IMI favourably
acknowledge today’s decision of the Italian Competition Authority that has
authorised the merger by incorporation of Sanpaolo IMI with and into Banca
Intesa.


This
decision, taken upon completion of the inquiry - set in motion by the Authority
on 19th October 2006 - which has been carried out
rapidly and with the utmost transparency and collaboration, enables the merger
to be completed within the current year, as expected.


With
today’s decision the Authority deemed that the commitments taken by the
surviving company are suitable to overcome any competition issues relating to
the merger so that the transaction does not lead to the establishment or
strengthening of any dominant positions.


Actions
to be taken to carry out these commitments will be duly disclosed to the
market.


The Banca Intesa securities referred to herein that will be
issued in connection with the merger described herein have not been, and are
not intended to be, registered under the U.S. Securities Act of 1933 (the “Securities
Act”) and may not be offered or sold, directly or indirectly, into the United
States except pursuant to an applicable exemption. The Banca Intesa securities
will be made available within the United States in connection with the merger
pursuant to an exemption from the registration requirements of the Securities
Act.


The merger described herein relates to the securities of two
foreign (non-U.S.) companies and is subject to disclosure requirements of a
foreign country that are different from those of the United States.  Financial statements included in the
document, if any, have been prepared in accordance with foreign accounting
standards that may not be comparable to the financial statements of United
States companies.


It may be difficult for you to enforce your rights and any
claim you may have arising under U.S. federal securities laws, since Banca
Intesa and Sanpaolo IMI are located in Italy, and some or all of their officers
and directors may be residents of Italy or other foreign countries. You may not
be able to sue a foreign company or its officers or directors in a foreign
court for violations of the U.S. securities laws. It may be difficult to compel
a foreign company and its affiliates to subject themselves to a U.S. court’s
judgment.


You should be aware that Banca Intesa may purchase securities
of Sanpaolo IMI otherwise than in the merger, such as in open market or
privately negotiated purchases.


You should be aware that Sanpaolo IMI may purchase
securities of Banca Intesa otherwise than in the merger, such as in open market
or privately negotiated purchases.


 


	
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