Consob approves MPS, public exchange offer on Mediobanca on July 14th

Consob gives green light to the document of the public exchange offer of Mps on Mediobanca. The stock exchange authority has approved the prospectus that describes the details, possible scenarios and financial effects of the takeover bid announced by the Siena-based institution at the beginning of 2025 and which arrived after six months at the conclusion of its authorization process. Another green light then came from the Italian Antitrust which gave 'unconditional' approval to the acquisition of control of Piazzetta Cuccia.

With the green light from the Commission - which does not represent a judgment on the operation but certifies the completeness of the information set made available to investors to reach a well-founded judgment - the calendar of the offer was also made known.

The operation will start on July 14 and will end on September 8, remaining on the market for 40 trading days, the maximum allowed. The extension to September was suggested in Siena by the launch of the offer in the middle of the summer period and to give the market a chance to evaluate the results of the Monte half-yearly report, scheduled for August 5.

Next week, Piazzetta Cuccia will convene the board of directors for its final assessment of the operation - there is little doubt that it will be negative - in light of the elements contained in the offer document that MPS will publish in the next few hours and from which it will also be known whether the bank led by Luigi Lovaglio has subordinated the effectiveness of the offer to a lower and non-waivable minimum adhesion threshold compared to the (derogable) one of 66.7%. Mediobanca, with a specific request to Consob, pleaded last week that the document should represent the effects on profits, dividends and regulatory capital of Monte in the event of adhesion scenarios lower than 50%, which would make it impossible to accelerate the use of tax credits (dta) - the expected value for Piazzetta Cuccia shareholders is 1.2 billion - and would slow down the realization of synergies. Piazzetta Cuccia's goal is to make the prospects of integration with Siena comparable and this is also why it presented the stand-alone plan at the weekend that promises 4.9 billion euros in dividends by 2028.

A plan that has not registered market reactions: indeed, the shares - after the exit of Mediolanum which sold 3.5% in blocks and reduced the Pact to 8.1% - have marked a decline, reducing the premium that the market expects in any case compared to the initial offer and which is now around 600 million. Mediobanca continues to work with the Lion also on the acquisition of Banca Generali, with the meeting postponed to September 25, in the belief of being able to convince other investors, such as Delfin, the pension funds, the Benettons and Unicredit, who in June would have been reluctant to vote in favor of the takeover bid for Banca Generali. Not an easy mission considering that Delfin, which together with Caltagirone has almost 30% of Mediobanca, is among the main promoters of the MPS offer, and that some banks, such as Enpam and Enasarco, but also Unicredit, have sided in the past with the Roman entrepreneur's front also in Generali and MPS.

In Siena, which is offering 2,533 of its own shares for each Mediobanca share, full confidence is shown in the success of the operation, which aims to create a third, well-diversified banking hub, integrating the skills of the two brands in commercial banking, investment banking, wealth management and consumer credit. With membership rates above 50%, which ensure legal control, the game would be virtually over, while below that threshold, Mediobanca management can try to resist even the request to revoke the board of directors, challenging MPS with its own strategy.