Mps sets the threshold, 35% to conquer Mediobanca

Monte dei Paschi di Siena will consider its offer on Mediobanca effective with a share of capital equal to 35% of the voting rights exercisable at the meeting. The minimum threshold, defined as "non-waivable", was disclosed in the offer document of the takeover bid, and is in addition to the one, which remains valid but can be waived, of 66.67% of the capital indicated at the time of the announcement of the operation. A subscription between 35% and 50% of the capital is in fact considered by Monte "suitable to allow the offeror to obtain de facto control" of Piazzetta Cuccia "exercising a dominant influence in the ordinary meeting of Mediobanca and influencing the general direction of management".

In the chess game for the conquest of Mediobanca, the move made by MPS seems to want to secure the entry into Piazzetta Cuccia by guaranteeing a starting base that Siena "reserves the right to strengthen" at a later time with "the methods and timing allowed by the market". However, it is clear that the threshold that will be reached at the end of the OPS, on September 8, will not be indifferent for the effects it will produce. This is both to be able to obtain the benefits of the DTA, a sort of tax credit, and to activate the synergies. MPS believes, and writes it down in black and white in the prospectus, that even in the case of de facto control of Mediobanca with a capital share of less than 50%, the synergies and strategic objectives of the offer "will be achievable" even if "with possible variations and delays in their implementation". For the synergies, the bank speaks of "a longer time horizon of about 12-18 months" and of "full implementation in the first part of 2030". As for the DTAs, however, without the consolidation of Mediobanca, their use cannot be accelerated by widening the taxable base to the balance sheet of Piazzetta Cuccia: instead of being consumed in six years, with the use of half a billion per year, there will be benefits of 300 million per year and a use "over a longer time frame" that would end in 2036. The paths to follow in the event that the thresholds are lower than 50%, exceed this value or even settle above 66.67% of the rest were set by the ECB last week when it gave its green light to the operation.

If the offer is accepted by less than 50% - these are the indications of the European Central Bank - Siena will have to provide it within three months with a report confirming the existence of de facto control or alternatively, in the absence of de facto control, a plan indicating the strategic approach to the stake acquired in Piazzetta Cuccia, the criteria for maintaining or selling such stake, together with the objectives, deadlines and main operational stages. Once the 50% threshold is exceeded, however, a plan must be presented within 6 months of the control that includes the impact on capital and the governance structure. Above 66.67%, then, the integration - including synergies - may be complete. In the prospectus, MPS reassures on employment levels and compliance with the contracts of Mediobanca managers. Instead, it asks for further clarifications on the operation that Piazzetta Cuccia has initiated to acquire Banca Generali, reserving the right to evaluate it at a later time. With the arrival of over 200 pages of the prospectus, the operation now awaits Mediobanca's opinion.

But it is already obvious that he will consider the takeover bid hostile. And it is clear that with the data in the prospectus he will be able to make targeted criticisms. Then the floor will be given to the shareholders of Piazzetta Cuccia: the operation will start on the market on July 14 and will last 40 trading days, until September 8, given that it comes 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. The approval comes in any case before Mediobanca has discussed the acquisition of Banca Generali at the meeting, scheduled for the second half of September. On the stock exchange, investors are still waiting. The stocks today had a practically even performance: Mps marking +0.46% to 7.06 euros and Mediobanca +0.46% to 18.58 euros, leaving the 'premium' that the market expects for the completion of the market unchanged, which stands at under 4% for a value of around 600 million.