Exhibit
4.2


	
  

  	
   

  	
  

  



 


JOINT PRESS RELEASE


DEED OF MERGER BETWEEN BANCA INTESA AND SANPAOLO IMI STIPULATED


Milano,
Torino, 28th December 2006 - Banca Intesa and Sanpaolo IMI communicate
that the deed of merger by incorporation of Sanpaolo IMI S.p.A. with and into
Banca Intesa S.p.A. has been stipulated in Torino today in the record books of
the Notary public Ettore Morone and will be filed at the Torino and Milano
Company Registers within tomorrow morning, 29th December 2006, and is expected to be
registered on the same date, with consequent legal effect of the merger as of 1st January 2007.


In
compliance with the resolutions of the Extraordinary Shareholders’ Meeting of Banca
Intesa S.p.A. held on 1st December 2006, the surviving company - which
as of the date on which the merger becomes effective will adopt Intesa Sanpaolo
S.p.A. as its new corporate name and transfer its Registered office to Torino, Piazza
San Carlo 156 - shall proceed to increase its share capital by 3,033,435,122.64
euro through the issuance of 5,833,529,082 ordinary shares with a nominal value
of 0.52 euro each (starting to accrue rights as of 1st January
2006 coupon 29) to be attributed to Sanpaolo IMI shareholders according to the
exchange ratio of 3.115 Intesa Sanpaolo S.p.A. ordinary shares of nominal value
0.52 euro for every 1 ordinary or preference share of Sanpaolo IMI S.p.A. with
a nominal value of 2.88 euro each.


Therefore, as of the date on which the merger becomes effective the share capital of Intesa Sanpaolo S.p.A. will
be 6,646,436,318.60 euro, fully subscribed and paid-in, divided into 12,781,608,305
shares with a nominal value of 0.52 euro each, of which 11,849,117,744 ordinary
shares and 932,490,561 non-convertible saving shares.


The
ordinary shares of Sanpaolo IMI S.p.A. will be cancelled from listing as of the
first trading day after the date on which the merger becomes effective.


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.


FORWARD-LOOKING STATEMENTS


This communication contains
forward-looking information and statements about Sanpaolo IMI S.p.A. and Banca
Intesa S.p.A. and their combined businesses after completion of the merger.
Forward-looking statements are statements that are not historical facts.  These statements include financial
projections and estimates and their underlying assumptions, statements
regarding plans, objectives and expectations with respect to future operations,
products and services, and statements regarding future









 



performance. 
Forward-looking statements are generally identified by the words “expects,” “anticipates,”
“believes,” “intends,” “estimates” and similar expressions. Although the
managements of Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. believe that the
expectations reflected in such forward-looking statements are reasonable,
investors and holders of Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. shares are
cautioned that forward-looking information and statements are subject to
various risks and uncertainties, many of which are difficult to predict and
generally beyond the control of Sanpaolo IMI S.p.A. and Banca Intesa S.p.A.,
that could cause actual results and developments to differ materially from
those expressed in, or implied or projected by, the forward-looking information
and statements.  These risks and uncertainties include those discussed or
identified in the public documents sent by Sanpaolo IMI S.p.A. and Banca Intesa
S.p.A. to CONSOB and under “Risk Factors” in the annual report on Form 20-F for
the year ended December 31, 2005 filed by Sanpaolo IMI S.p.A. with the SEC on
June 29, 2006.  Except as required by applicable law, neither Sanpaolo IMI
S.p.A. nor Banca Intesa S.p.A. undertakes any obligation to update any
forward-looking information or statements.


	
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