MPS has decisively breached Mediobanca’s defenses, securing an absolute majority with a wide margin. Following the payment of the tender offer’s consideration on September 15th, the institute led by Alberto Nagel will effectively become a subsidiary of Monte dei Paschi, catapulting it into the command structure of Generali. During the acceptance period, 506.6 million shares were tendered, representing 62.29% of the capital, with 16.5% delivered on the final day.
It now seems certain that between September 16th and 22nd, when the offer reopens, MPS will surpass the 66.7% threshold. This would grant MPS CEO Luigi Lovaglio the majority needed to delist Mediobanca via a merger, facilitating an integration process to rapidly realize promised €700 million in synergies and utilize €2.9 billion in tax credits over six years. Leading the way were key shareholders Delfin and Caltagirone, who tendered their combined 30% stake.
A €0.90 per share cash sweetener, decided in early September, swayed those shareholders whose previous abstention had blocked Mediobanca’s defensive offer for Banca Generali—a move that had drawn accusations of conflict of interest and government dependence against Nagel. A further 12% stake was tendered by pension funds, the Benetton family, Amundi, Anima, Tages, and, according to ANSA sources, Unicredit. They were joined by major funds and institutional investors, traditional backers of Mediobanca’s management, such as Vanguard, Fidelity, and Blackrock, as well as some pact members like the Tortora and Doris families, evidently convinced by Lovaglio’s plan.
The path for Mediobanca now appears set. A board meeting on September 18th will have to acknowledge the change of control and the victory of a project integrating a commercial bank with a specialist investment bank—a project Mediobanca’s management fought against until the end, but which the market ultimately endorsed. The most likely scenario is the resignation of Nagel and the board effective after the traditional October 28th shareholder meeting. Succession planning is in full swing, with MPS preparing a majority slate; names circulating for CEO include Fabrizio Palermo (Acea) and Marco Morelli (Bnp Paribas), while Vittorio Grilli (JPMorgan) and Luigi de Vecchi (Citi) are mentioned for the chairman role.
The effects of this epochal change—ending an era of management autonomy at Mediobanca—could soon be felt at Generali. MPS, in which the Italian government remains the largest shareholder with 11.7%, will become the custodian of the 13.1% stake in Generali (“Il Leone”) that Mediobanca used to exert influence in Trieste. This stake is destined to be combined with those of Delfin (10%) and Caltagirone (6.7%), who, after years of battles, emerge victorious under Lovaglio’s leadership.
For Generali’s CEO Philippe Donnet and its board, appointed by Mediobanca last spring, challenging months lie ahead. Their project to merge asset management operations with Natixis—unpopular with the government, Caltagirone, and Delfin—now appears to be on a dead track. In a sign of the new times, longtime Mediobanca ally De Agostini has completed the sale of its remaining 544,000 shares, finalizing a divestment begun in 2021.