Takeover of Mediobanca: “With the appointment to Akros the aim was to pilot the divestment of MPS”

John

By John

“It is inexplicable, except in the sense of wanting to pilot the divestment activity, the assignment, a year ago, of the role of ‘single bookrunner to Banca Akros, an intermediary with only one ABB experience behind it, which was also significantly smaller than the one in question, whereas the previous MEF ABBs had been entrusted to a pool of international banks’ such as ‘Ubs, BofA, Jefferies, as well as Mediobanca’.

This was written by the Milan prosecutor in the search warrant carried out as part of the investigation into the takeover of Mediobanca in which the entrepreneur Francesco Gaetano Caltagirone, the president of Luxottica Francesco Milleri and the CEO of MPS Luigi Lovaglio are under investigation.

According to the prosecutors Giovanni Poilizzi and Luca Gaglio, who with the deputy prosecutor Roberto Pellicano coordinate the investigations entrusted to the Special Currency Police Unit of the Gdf, “ultimately the procedure” of Abb with which the Mef in November 2024 placed 15 percent of the MPS shares, a package taken over by Delfin, the Caltagirone Group, Banco Bpm and Anima in a few minutes, “was carried out in clear violation of the art. 2 Prime Ministerial Decree” on the start of the process of divesting the Mef’s stake in Bmps.

Furthermore, in the opinion of the investigators, the “recommended transparency rules” would also have been violated. ABB’s procedure “was not competitive, because in fact it was not possible for other bidders (e.g. Unicredit) to know the size and price of the transfer, to possibly make better offers”.

The deed highlights, for example, that “Akros, which did not have sufficient financial resources to guarantee the operation, in turn had to obtain guarantees from the parent company Bpm for an amount equal to 600 million euros (corresponding to 7% of MPS shares)”.

And again: “Akros appears to have already carried out on 11.11.2024 (without mentioning it in the reports to Consob), before the invitation from the Mef, a simulation of the sale of 15% of Bmps shares, a quantity which was then actually sold”. This leads us to believe, together with the other documents acquired (…) that Akros (and the parent company Bpm) were informed in detail of the intentions of the Mef itself.

Added to this, among other things, is the fact that “no information was given – as is common practice – to the market on the price orientation of the offers” as the Ministry “appears to have opposed” communication “through the Bloomberg platform on which it was only disclosed “that the book was closed”. And finally, in addition to the offers of the small group of buyers “of identical value, i.e. 5.9 euros per share, with a premium equal to 6.96%33”, “the sudden closure of the book, at 7.40pm and 5 minutes after the only Bloomberg update” the preclusion of the “participation of various institutional and strategic investors expressly interested”, including Unicredit.

The Milan prosecutor in the MPS search document writes that the Caltagirone group, Delfin, Anima and BPM had been contacted by the Mef as early as October 2024 to participate in the placement of the 15% stake in MPS, which took place in November 2024, despite the fact that the general director of the Treasury, Francesco Soro, with Consob, had “denied contacts or discussions with the investors” who participated in the ABB, the accelerated bookbuild, managed by Banca Akros.

Caltagirone, we read in the document, “declared that he had been consulted in October 2024 by the Mef” and “that he had given his willingness to invest also due to his good knowledge of the bank” and that “subsequently by the Mef he had been given ‘a summary indication of the other subjects who would be invited to the ABB procedure'”, subjects which Caltagirone then, “in a subsequent clarification requested by Consob”, had classified “properly” as “Bpm, Anima and Delfin”.

“The administrator of Delfin, Romolo Bardin, confirmed to Consob Milleri’s contacts with Caltagirone and other institutional representatives in relation to the Bmps shares held by the government” reporting that Milleri in this circumstance “had gathered the interest of the Mef for the creation of a core group of Italian investors” in MPS, as also represented by Caltagirone.

“In contrast to the above, the Mef, in the report sent to Consob signed by Francesco Soro – general director of the Mef – denied contacts or interlocutions”, writes the prosecutor. “It is specified – we read in an excerpt of the report to Consob – that there was no interlocution, contact or exchange between the competent offices of the MEF and the shareholders who then acquired a significant stake and/or with other potential investors”.

Lovaglio in Caltagirone, “Generali strategic from the beginning”

“Generali has been strategic from the beginning”. The CEO of MPS Luigi Lovaglio said this to the entrepreneur Francesco Gaetano Caltagirone, investigated together with the president of Luxottica, Francesco Milleri, in the investigation into the takeover of Mediobanca, on the latter’s announcement, on 28 April, of an Ops for an exchange of his share in Generali into Banca Generali shares. In the dialogue, reported in the search document of the Milan prosecutors, Lovaglio explains – for the prosecutors – that his “public declarations in the opposite direction were an expedient (…) to avoid revealing the agreements with the Caltagirone and Delfin partners who (…) from the beginning were focusing on Generali”.

Conte, Meloni should clarify the banking risk

“We await a clarification from President Meloni on the ‘banking risk’.” The leader of the M5s Giuseppe Conte wrote it on Facebook. “The temporal coincidence between a judicial investigation and an EU infringement procedure is not accidental: it highlights an overall plan in which the government seems to have had an impact on the banking and financial market well beyond the perimeter of its institutional prerogatives”, he adds.

Schlein: Giorgetti report to the Chamber on Mps-Mediobanca

“The picture that emerges from the ongoing investigation into the MPS operation on Mediobanca confirms the serious concerns that we have expressed in recent months, in particular for the opaque role of the government and the MEF. The only interventionism in the economy has been demonstrated by favoring takeovers by groups considered friendly, rather than enforcing the correct functioning of market rules. The judiciary will do its job, but Giorgetti should immediately report to the Chamber to clarify to the country all aspects of this affair”. This was declared by the secretary of the Democratic Party Elly Schlein.