Mps, minimum membership threshold set at 35% for Mediobanca takeover

MILAN – Monte dei Paschi has set the minimum subscription threshold for the validity of the voluntary and total purchase and exchange offer on Mediobanca at 35% . This is what emerges from the information prospectus published Thursday evening for the takeover bid that offers 2.533 Monte shares for each share of Piazzetta Cuccia.

As Banca Bper had already done on Popolare di Sondrio , the institute led by Luigi Lovaglio has set a low target, even if the offer's derogable objective remains to reach 66.7% to achieve greater synergies. Also considering the hypothesis of a membership of over 90%, which would lead to delisting. Mediobanca had asked Consob that Mps explain the synergies that could be achieved, in the event of not achieving control (50.1%).

The Offer document explains, however, that in the event of failure to achieve control, it will take longer to achieve the synergies, "over a longer time horizon of approximately 12-18 months , with at least the achievement of approximately 50% of the expected synergies in the three years following" the Offer and therefore "foreseeing their full implementation in the first part of 2030"

The thresholds

As for the DTAs, or deferred tax assets of MPS, if the OPS reached 50.1%, MPS could accelerate the use by having a taxable base enlarged to Mediobanca, with 1.3 billion of DTAs currently off-balance sheet , which could rise to 2.9 billion in total, and with the generation in the next 6 years of "a significant capital benefit", equal to 0.5 billion per year.

That said, with the minimum threshold at 35%, Mps is already close to the finish line given that presumably some shareholders of Mediobanca, such as Delfin of the Del Vecchio family (19.9% ​​of the capital) and the Caltagirone group (9.9%) who are also shareholders of the Sienese bank and related parties, will adhere to the Offer. The same goes for other shareholders of the bank led by Alberto Nagel such as the pension funds (accredited at 5%) or for the Edizione of the Benettons (2.1%) who were among the shareholders of Mediobanca ready to abstain, or vote against, the alternative takeover bid proposed by Nagel on Banca Generali in exchange for 13.1% of the Leone di Trieste, which at this point seems to be a shelved project. On this point, Monte "reserves" to evaluate "fully" the takeover bid of Mediobanca on Banca Generali "once any further relevant information is available".

The synergies

The offer, which will start on July 14 , will last 40 trading days and end on September 8, barring any extensions. In the meantime, in the middle of the acceptance period, that is, on August 5, Mps will announce the half-year results , which will provide a more up-to-date picture of the bank's health. At the end of the first quarter, Monte was one of the most solid institutions on the stock exchange, with a Cet1 ratio of 19.6% , a factor that analysts say suggests that Lovaglio has room for a cash relaunch. In the event that the takeover bid reaches 100%, MPS estimates that the Cet1 will settle at 17.8%, with 66.6% of the adhesions it will fall to 16.6%, with 50% of the securities to 16.2% and with the minimum threshold of 35% to 15.6%, therefore relaunching and having more shares is also convenient for the solidity of the capital .

The discount

Meanwhile, investors, especially hedge investors, who have rounded up their stakes in recent days, are positioning themselves on the Offer and on Thursday the stocks on the Stock Exchange moved in parallel: Mps rose by 0.46% to 7.06 euros as did Mediobanca (+0.46% to 18.58), therefore the discount is stable at 3.7% (or approximately 600 million) .

On Wednesday evening, at the MPS dinner for the Palio celebration (which was actually held on Thursday), the president of Delfin Francesco Milleri and Alessandro Caltagirone were present at different tables; Milleri was at Lovaglio's table, while Francesco Gaetano Caltagirone left Siena on Wednesday afternoon.