MPS announces the launch of a public offer of totalitarian exchange on Mediobanca. It is read in a note from the Sienese institute. The public exchange offer announced by MPS on Mediobanca evaluates Piazzetta Cuccia 13.3 billion euros and offers a 5.03% prize on yesterday’s closing price. MPS, reads a note, offers 23 actions for every 10 Mediobanca actions brought to membership.
MPS provides to complete the execution of the public exchange offer on Mediobanca within the third quarter of 2025.
Among the conditions to which the public exchange of exchange of MPS is subject to Mediobanca, the achievement of 66.67% of the capital of Piazzetta Cuccia is the achievement. It is read in the press release in which the mountain announces the operation. The condition of effectiveness, like the other MPS posts, can be renounceable “only expressly” by the bank.
Thanks to the acquisition of Mediobanca Mps, it will become a “operator who benefits from a sustainable cash flow, deriving from insurance investment”. It is read in the MPS note on the offer for Mediobanca, which holds 13% of Generali, whose rich and stable dividends feed the income statement of Piazzetta Cuccia.
MPS convened on April 17, 2025, its shareholders’ meeting to deliberate on the capital increase in the service of the public exchange offer on Mediobanca. MPS communicates it in a note. The issued actions will serve as a fee for the acquisition of those of Mediobanca by shareholders.
MPS’s offer on Mediobanca would also lead to a farewell of Piazzetta Cuccia in Piazza Affari. “The objective of the offer – reads the MPS press release – is to acquire the entire share capital of the issuer and achieve the revocation of the medium -hand shares from the listing on Euronext Milan. In fact, it is believed that the Delisting favors the objectives of Integration, creation of synergies and growth between Mps and Mediobanca “.
From the union between Mps and Mediobanca “a new national champion in the Italian banking sector is born, which is positioned in third place in the key segments, with a strong complementarity of products and services and characterized by a highly diversified and resilient business mix, with significant synergies industrial “. So MPS in the note that announces the launch of the totalitarian offer on Mediobanca. “The new group will protect and favor the development of the two already strong MPS and Mediobanca brands, preserving their positioning and unique skills and allowing Italian families and businesses to access a wider and more integrated banking services platform”.
“With this industrial operation we want to mark a new approach in the consolidation path of the banking sector which in an innovative way creates value immediately for both MPS and Mediobanca shareholders, and I also believe for the entire country system. We aim for a New national champion, with two brands of excellence, which we want to protect and even more enhance “. So the CEO of Mps, Luigi Lovaglio, in the note in which the bank announces the offer on Mediobanca.
The acquisition of Mediobanca will allow MPS to generate a tangible capital return of about 14%, to have an indicator of asset solidity pro-form of approximately 16% and to generate about 700 million before imposed synergies per year, of which 300 million revenues, 300 million cost and 100 million funding. MPS communicates it in a note. The transaction will allow to benefit from the value of the DTA (deferred tax activities) of MPS, leveraging on a higher consolidated tax base. The new group will, in fact, be able to accelerate the use of 2.9 billion euros in DTA in the next six years, with 0.5 billion per year and a significant capital benefit. The “current net value estimated for the benefit of Mediobanca shareholders adhering to the offer” generated by acceleration in the use of the dtra amounts to “approximately 1.2 billion euros, equal to about 10% of the current market value of Mediobanca “.
From the integration between Mps and Mediobanca “there are significant benefits for the shareholders of both banks” through the distribution of a “sustainable and growing” dividend by action. In particular, we read in the MPS note on the offer, “a double -digit increase” of profits per action ‘Adjusted’ is expected and an “organic generation of capital higher than the net profit that allows a growing” dividing by action ” With a pay-out ratio “, that is, the percentage of profit distributed in the form of a dividend,” up to 100% of the net profit, while preserving a strong patrimonial solidity “. As regards the integration costs, “equal to approximately 600 million euros gross of taxes, to be supported in the first year of activity” are “.
The main shareholders of Siena, who capitalize 8.8 billion euros, are the treasure (11.7%), Delfin (9.9%) and Caltagirone (5%). Taking control of Mediobanca, which is worth 12.7 billion in Piazza Affari, would lead to an integration between a traditional commercial bank and an investment bank with activities in asset management and consumer credit but above all would have inevitable repercussions on the control of the General.
Mediobanca, in fact, is the main shareholder of the Lion of Trieste, with 13% of the capital, of which they have been members – for some years on opposite positions in Piazzetta Cuccia – also Delfin (9.9%) and Caltagirone (6.9% ). The Holding of the old family and the group of the Roman entrepreneur are also the two main shareholders of Mediobanca, of which, respectively, 19.8% and 7.8% of the capital respectively hold. And it appears unlikely that they may not support the mountain operation, in whose board of directors they recently entered with their own representatives.
An operation on Mediobanca could revolutionize the financial structures of the Bel Paese, moving the balance of the control of the generals just as the lion is engaged in integration with Natixis – advened by Delfin and Caltagirone but also the subject of attention by politics – and the Vigacy of the Assembly which in the spring will have to renew the Board of Directors of the Trieste Company, in what is expected as a re -edition of the clash between Mediobanca and its two main shareholders.
MPS-Mediobanca, The intertwining of the shareholders: Delfin and Caltagirone present in the two companies and in Generali
MPS’s totalitarian exchange offer on Mediobanca highlights numerous weaves of shareholders who reach Generali. Here is a card with the shareholders of the companies involved the first shareholder of Monte dei Paschi is still the Ministry of Economy which has an 11.7%share. The last transfer of quotas brought within the Delfin shareholding, which then went up again and now has 9.78%, and the companies of the Caltagirone group with 5.03%. Another 5.03% is detained from Banco Bpm who launched an Op own on the fourth shareholder, Anima, which touches 4%. When the operation is completed, it will have around 9% of MPS. The shareholders, underlines the note released today on the Monte operation, do not act in concert. From the acquisition of the quotas of the Sienese bank, the bank Risiko has however become even more complex with the OPS launched by Unicredit on Banco Bpm. Also in Mediobanca there are the group of the old (Delfin), the first shareholder with 19.81, and Caltagirone, now 5.5% from the press release of today and who had also come to touch 10% in the past . These are independent and autonomous investment fees. As Bloomberg recently highlighted, the two groups have a similar vision even if the decision making and the investments are separated and independent. Third shareholder is Blackrock with 4.23%. Mediobanca, however, is led by a group of companies linked by a consultation agreement that is worth 11.4% of the shareholder. In the habit there are: the Mediolanum group (3.49%), the Fin.privo (which has Generali, Italmobiliare, Pirelli, Stellantis, Telecom and Unipol inside), Monge, the Gavio group, the FinPog Italia (group Doris), the Ferrero Group, the Luchini Group, the Pecci Group, and with minor shares still Tuscan-Fin, Smil, Plt Holding (Family Family), Fin.fer (Pittini Group), Vittoria Assicurazioni, Mais, Valsobbia Investimenti, Romano Minozzi. Mediobanca is then the most important shareholder of Generali, with 13.10% of the capital. The old/Delfin group follow with 9.93, the Caltagirone group 6.92% and the Benetton group 4.80%