Monte dei Paschi di Siena (MPS) has significantly advanced its pursuit of Medibanca, increasing its stake to 19.41% as of today—a notable jump from the 13.47% participation in its public exchange offer recorded on August 14. This surge follows the acquisition of over 49.5 million shares in a single day.
While it remains unclear whether key shareholders Caltagirone Group and Delfin (holding 10% and 19% of Medibanca respectively) have begun tendering shares, the scale of the increase suggests Delfin may have made initial moves. The countdown is now underway for Medibanca’s critical shareholder meeting this Thursday, August 21, where investors will vote on Medibanca’s own public exchange offer for 100% of Banca Generali.
Medibanca, responding to queries about potential talks between CEO Alberto Nagel and Generali advisor Lorenzo Pelliccioli, declined to comment on press reports but reiterated Banca Generali’s status as a “longstanding strategic target” due to the industrial rationale for integration. Integration proposals were reportedly submitted as early as 2020.
Only shares acquired before August 11 are eligible to vote on Medibanca’s offer for Banca Generali, though share deposit can occur up to the last minute. This vote, mandated by takeover rules following MPS’s bid for Medibanca, is pivotal.
Shareholders may deposit eligible shares for voting up until the meeting day. The European Central Bank’s (ECB) verdict on Medibanca’s Banca Generali acquisition is also pending; if approved, the deal is expected to proceed in September, ahead of the September 8 closing of MPS’s offer for Medibanca.
The intertwined transactions will determine the fate of Medibanca and, consequently, Generali, in which Medibanca holds 13%. MPS aims for at least 66.7% acceptance, though effective control of Medibanca could be secured at the 35% technical threshold. This goal appears feasible given Delfin and Caltagirone’s combined 30% stake, pension funds’ 5% holdings (Enpam, Enasarco, Inarcassa), and potential support from Unicredit (1.9%). Pension fund participation hinges on the 2.4% discount in MPS’s exchange ratio (2.53 MPS shares per Medibanca share), representing over €412 million in market capitalization. Despite market anticipation of improved terms, MPS CEO Luigi Lovaglio has consistently maintained the exchange rate.
For Medibanca’s bid on Banca Generali, proxy advisors ISS, Glass Lewis, and Pirc have recommended approval, signaling likely support from institutional investors. BlackRock (>5%), which previously opposed MPS’s bid at the April MPS meeting, is expected to vote yes, alongside Norges Bank and other pension funds controlling nearly 2%.
Separately, the ECB authorized Medibanca to acquire “direct control” of Banca Generali, while Bank of Italy approved indirect control and qualified holdings in subsidiaries (Generfid, Intermonte, Nextam, 8a+ Investimenti, Tosetti Value). Medibanca must submit an integration plan within six months of acquiring Banca Generali, which will then fall under direct ECB supervision.
© Copyright ANSA – All rights reserved.