The day of reckoning has arrived. Monday, June 16 the Mediobanca assembly will be called to deliberate on theoffer launched in April on Banca Generali. A crucial operation that could hit the Italian banking risk game like a tsunami. Both because Piazzetta Cuccia is in turn trying to defend itself fromoffer presented by Mps, both because the takeover bid on Banca Generali, of which Generali holds 50,2%, offers as a counterpart precisely the 13% share held by Mediobanca in the Lion company which, in turn, represents the dream – until now forbidden – of Francesco Gaetano Caltagirone, shareholder of all three companies (Mediobanca, Mps and Generali). In short, the match that will be played on Monday in what for decades has been the temple of Italian finance is like a Champions League final, the result of which is difficult to predict even for the most expert bookmakers.
Mediobanca's offer on Banca Generali
Let's recap the key points of the takeover bid. On April 28, Mediobanca launched a voluntary public exchange offer for 100% of Banca Generali shares, worth 6,3 billion euros, to be paid entirely in Leone shares. The proposal in fact provides for the delivery 1,7 Generali shares for each Banca General sharei. Among the conditions for the success of the operation there is also the signature of agreements between Mediobanca, Generali and Banca Generali which ensure the distribution of insurance and managed savings products.
The aim of Mediobanca CEO Alberto Nagel is not only to put a spoke in the wheel of the takeover bid of Monte dei Maschi, but at least officially it is to create a champion of wealth management with a value of 210 billion euros and over 15 billion euros in terms of new net collection. According to the top calculations of Piazzetta Cuccia, thanks to the wedding with Banca Generali, Mediobanca would immediately reach 4,4 billion euros in revenues (from the 3,7 billion expected in June 2025, the month in which the group closes its balance sheet) and 1,5 billion in profits (from 1,3 billion).
Given the previous offer by MPS, Mediobanca is currently under passivity rule and therefore, to start the operational phases of the takeover bid, the board of directors must ask for the shareholders' approval. And here comes the best part.
Mediobanca Shareholders' Meeting: Record Attendance Expected
According to estimates, Monday's meeting will be very crowded. In fact, there is talk of a record turnout of between 80 and 82 percent of the capital, even higher than that of 2023. At the time, there was a vote, with many clashes, for the renewal of the board of directors and 76,7% of the capital participated in the meeting.
If the estimates turn into reality, more than 40% of the total shares will be needed to give the green light to the takeover bid of Mediobanca, equal to 50% plus one share. In general, the higher the turnout, the more votes will be needed to decide whether or not to approve the offer.
The counting has already begun and yet a new one also appears on the table last minute twist: among the protagonists there is also UnicreditThe bank led by Andrea Orcel appears to hold a share equal to 1,9% of Piazzetta Cuccia. Piazza Gae Aulenti, therefore, is also preparing to have its say.
Nagel could make it by a narrow margin: the votes in favor could reach 42-43 percent of the titles against 36-37% of those against. It should be considered that in the assembly abstention is equivalent, as in the Senate, to a vote against.
The opinion of proxies and analysts
The main proxy advisors, namely Iss, Glass Lewis and the smallest Pirc, have recommended to vote in favor of the offer launched by Mediobanca on the company led by Gian Maria Mossa, singing the praises of the operation.
According to analysts of Autonomous, the takeover bid on Banca Generali “makes sense” and could serve to keep several strategic options open, but also to convince MPS to raise the stakes, increasing the value of the offer on Mediobanca. Also Equita Sim gave a positive assessment of the takeover bid, defining it as “solid” in strategic terms, thanks to the strengthening in wealth management and the expected synergies.
Mediobanca Assembly: Caltagirone's Role and the Opponents
Those who are strongly against the operation and are ready to fight are Francesco Gaetano Caltagirone, a shareholder of Mediobanca with a stake that a few days ago, just in view of the meeting, rose to 10%. The Roman entrepreneur soundly rejected Mediobanca's offer for Banca Generali, calling it "devoid of industrial sense”. Not only that, he has officially requested the postponement of the meeting, speaking of "significant information gaps" and "a still incomplete structure of the operation, in particular on the partnership agreements with Generali and with Banca Generali itself". Agreements that however according to Mediobanca would not fall within the prerogatives of the assembly, while the request for postponement would confirm "the evident conflict of interests of the shareholder Caltagirone", present in the capital of Piazzetta Cuccia, but also a shareholder of Generali with 7,4% of the capital and of Monte dei Paschi with 9,96%. Mps, we recall, has launched a takeover bid on Mediobanca itself, which the Roman entrepreneur supports with conviction.
Those who should align themselves with Caltagirone's position and vote yes should be: pension funds: Enpam, Enasarco and Cassa Forense which have a total share of over 5%. It could instead opt for abstention – which, as mentioned, is equivalent to voting No – Dolphin, with its 19,8% of the capital. Also in the balance are the positions of Benetton (around 2,2%) and pimco (1,5%), manager close to the CEO of MPS Luigi Lovaglio.
Mediobanca Assembly: the front in favor of the offer
The announcement of their yes to the offer was made official in the last few days by Banca Mediolanum e Mediolanum Life, which owns 3,49% of Mediobanca. To this share must be added the 0,96% of the Doris family contained in the holding Finprog. And again: almost all the members of the consultation agreement of Mediobanca (11,8% of the capital) and Unipol (about 2%).
Let's move on to the institutions. Norges Bank (1,45% of the capital) has already made official its favorable vote, deciding to follow the path already taken by the US pension funds (New York City Comptroller, California State Teachers' Retirement System, Florida State Board of Administration, Calpers) and asset manager (Calvert and Praxis).
Giants such as BlackRock (3,5%) and Vanguard (2,7%), which however usually align with the recommendations of the proxies and therefore should vote yes to the takeover bid. Curiosity: the offer of Mps on Mediobanca divided the proxies and consequently also the large funds. In that case BlackRock voted No, Vanguard voted Yes.
In Mediobanca, institutional investors own a good 50% of the capital and therefore if they were to all follow the recommendations of the proxies, the offer on Banca Generali would be approved, even if on the eve between the two fronts there seems to be a substantial balance (with the scales leaning slightly towards Yes) and a minimal change by one of the players in the field could determine the victory.
Post-assembly scenarios
The CEO of Monte dei Paschi Luigi Lovaglio has repeatedly repeated that the two offers (that of Mps on Mediobanca and that of Mediobanca on Banca Generali) they are not alternatives, but it is difficult to think that if on Monday 16 June the members of Piazzetta Cuccia give the green light to the operation on the bank led by Gian Maria Mossa, there will be no consequences for Siena. First of all on value of the ops launched in January, given that Mediobanca shares, which have already advanced 38,6% to 19,07 euros since the beginning of the year, will most likely continue to gain ground, putting pressure on MPS which may then have to increase the offered price. According to Autonomous, the value of the takeover bid “is already discounted in the price of Mediobanca shares, which are currently trading at a premium of +7% compared to the value of the offer”. If, however, the No front were to prevail, Mediobanca shares would deflate, providing a valuable assist to Montepaschi.
Another fundamental issue must also be taken into consideration: the success of Mediobanca's offer on Banca Generali implies the renunciation of Piazzetta Cuccia's historic participation in the Lion's company which would probably have allowed Caltagirone (and with him MPS, Delfin and Mef) to conquer the control of Generali through the takeover bid by Monte dei Paschi on Mediobanca. The Trieste-based company, for its part, will have to find a way to compensate for the loss of a profit machine like Banca Generali. On Thursday, the company confirmed that it has started examining the takeover bid, with the intention of examining "all the commercial, economic and value implications of the proposed offer".
Last updated 10,15th June 15
