Another day of fire at Piazza Affari for MPS title, with investors continuing to sell (-2,78% at 7,926 euros) in the wake of the details that are emerging from theinvestigation by the Milan Prosecutor's Office on takeover of Mediobanca. Investigations that reveal hush-hush agreements, "opaque" tenders, false public statements, and "government support." Through wiretaps, they reconstruct, step by step, over a year of banking chaos during which the suspects—Monte dei Paschi CEO Luigi Lovaglio, Delfin Chairman Francesco Milleri, and Roman entrepreneur Francesco Gaetano Caltagirone—first seized control of MPS and then initiated and successfully completed the takeover of Mediobanca, aiming for the jackpot: Generali. The charges are serious: market manipulation and obstruction of supervisory activity in a concerted effort not disclosed to the market.
Lovaglio investigated for external competition
Lovaglio, it was clarified today, he is under investigation as “external competitor” of the “project” brought forward, for the prosecution, by Milleri and Caltagirone. Judicial sources report that, in the hypothesis of investigators and investigators, the number one of Monte, in the alleged illicit operation that led to the control of Mediobanca and by extension of Generali, would not have acted "in the interest of MPS nor on behalf of the Ministry of the Economy and Finance", but would have provided a “causal contribution” to market manipulation carried out by the other two suspects with a "coordinated strategy." The operation, it was also clarified, "was not carried out in the bank's interest" and for this reason CEO Lovaglio is under investigation, but not Monte dei Paschi for the law on the administrative liability of entities.
The Ministry of Economy and Finance is not under investigation
The prosecutors Luca Gaglio and Giovanni Polizzi, who with the assistant Roberto Pellicano coordinate the special unit of the Gdf currency police, start from sale of 15% of MPS made on November 13, 2024 by the Ministry of Economy and Finance, speaking of a “opaque” procedure. “The entire course of the Abb procedure – the prosecutors write – even though no conduct constituting a crime has been isolated within it at the time of writing, has been characterised by several and conspicuous anomalies”. And again: “The overall meaning of the operation was clearly to allocate a significant portion of Bmps shares owned by the Ministry of Economy and Finance to predetermined subjects however, wanting to create the appearance of an 'open' or transparent procedure. Those "predetermined subjects" are Banco Bpm, Anima Holding, Caltagirone and Delfin. The procedure is also entrusted to Banca Akros (Banco Bpm group), an intermediary so small that it did not have "sufficient financial resources" to cover the transaction, so much so that it asked its parent company Bpm to act as guarantor for 600 million. This choice, according to the Prosecutor's Office, "is inexplicable, except in the sense of wanting to drive the divestment activity".
Despite that, "the Ministry of Economy and Finance is not under investigation, is not a natural person, is not interested in the control of Mediobanca and is not the subject of investigation", just as the methods of the ABB do not constitute a hypothesis of crime because "it is not a public tender", judicial sources point out. On the part of the Ministry of Economy, what emerged was "the likely intention of channeling MPS's stake to a specific recipient," they reiterate. This hypothesis, according to investigators, is also confirmed by Caltagirone's statements to Consob.
“Caltagirone – the prosecutors write – declared that he had been consulted in October 2024 by the Ministry" because the latter was "interested in creating a nucleus of Italian investors for MPS", and "that he had expressed his willingness to invest also due to his good knowledge of the bank, of which he had previously been a significant shareholder and vice president". Caltagirone added that, "subsequently, the Ministry had given him a summary indication of the other parties who would be invited to the procedure" for the sale of the MPS shares to the government. Who were they? "Delfin, BPM, and Anima themselves". Words also confirmed byCEO of Delfin, Romolo Bardin, who to Consob itself "confirmed Milleri's contacts with Caltagirone and other institutional representatives regarding MPS shares held by the government", and added that "under these circumstances Milleri had gathered the Ministry's interest in creating a nucleus of Italian investors in MPS". It's a shame that on July 29, 2025, the Director General of the Ministry of Economy, Francesco Soro, gave a contrary version, denying contact or discussions with investors.
MPS's offer for Mediobanca
Two months have passed since the sale of 15% of Monte dei Paschi, and on 24 January 2025, news shocked the Italian finance world: MPS launched an offer on Mediobanca, the culmination according to the prosecution of the "common will" of Delfin and Caltagirone "of gain control over Assicurazioni Generali since 2019, particularly in light of the "absolutely parallel" conduct that led the two groups to purchase shares of Leone and Mediobanca. Piazzetta Cuccia, in fact, with a 13% stake, is Leone's largest shareholder. Between the end of 2024 and the beginning of 2025, Caltagirone and Delfin would therefore have acted in parallel to acquire MPS, Mediobanca, and Generali "without, however, making this merger of interests transparent to the market," or not to mention that they were operating in concert. The reason? To avoid the legal requirement to launch a mandatory takeover bid. In another intercepted phone call, Lovaglio speaks to a company manager and implies that Delfin and Caltagirone's participation in the offer launched for Mediobanca is a given: "We're doing this because we have 35% in hand, we already have control, do you understand that or not?"
Lovaglio in Caltagirone: "You're the real engineer."
On April 18, 2025, the day after the MPS shareholders' meeting that approved the capital increase needed to buy Mediobanca, MPS CEO Luigi Lovaglio spoke to Francesco Gaetano Caltagirone: "Knight, then!" "But are you the great Commander Lovaglio? How are you?" "Very well! We've done a great deal." The Siena-based bank's CEO continued: "The real engineer was you, I just carried out the assignment…let's enjoy this thing, he's come up with something perfect." And again: “Shall we do phase two?” Phase two has a clear objective: Generali.
“Generali has been strategic from the beginning”
Next call: May 5, 2025. “Generali has been strategic from the beginning" says Lovaglio in Caltagirone. These are the days in which Mediobanca announces the defensive operation on Banca Generali, the success of which would have meant the farewell of its stake in Generali. The operation, among other things, disapproved by the Ministry of Economy and Finance, The prosecutors emphasize, citing another intercepted conversation in which, on June 17, Stefano Di Stefano, director of Participations and MPS board member, asks Alessandro Tonetti, deputy director of CDP, whether the Cassa has any contracts with Mediobanca, either as advisor or for financing. Di Stefano comments on Mediobanca's position: "We must take this into account because it is a very anti-government approach".
But let's get back to Caltagirone and Lovaglio. The two, speaking about the operation orchestrated by the former number one of Piazzetta Cuccia, Alberto Nagel, say: (Caltagirone) "He's no longer interested (in the shareholders of Monte ed.), he is no longer interested in Mediobanca without Generali (…). For God's sake it's better not to do the operation again“. Lovaglio's response: “No, no, of course, of course, but this way we're making it clear…it would be nice, but it will never happen because it's against the interests of Generali shareholders” (…) That's why we made it clear at the beginning…but no. He could only have made this move. If we had said from the beginning – as is true – that Generali is strategic, he would have said 'ah, Lovaglio said it's strategic, now I'll screw him over'”.
According to the prosecutors, the conversation alludes to "some public statements made by Lovaglio who had not resolutely taken a stand against Nagel's countermove, simulating relative disinterest on the part of MPS to the ownership of Generali”. Statements contradicted by the words spoken to Caltagirone and uttered only to “not make public the agreements made with Caltagirone and Delfin which, in fact, were aimed at Generali from the beginning”.
But there's more: “I advisors expressing Delfin in Mediobanca they appear to be responsible for their activities in Mediobanca not only to Delfin, but first in Caltagirone“, the prosecutors further explain. On April 27, 2025, on the eve of the announcement of Mediobanca's takeover bid for Banca Generali, Fabio Corsico (Caltagirone group), calls Sandro Panizza, a Mediobanca board member representing Delfin, to learn more. Panizza confirmed that the Mediobanca board of directors had approved the proposal for Banca Generali, "without my vote," he clarified. From this phone call, the Milan prosecutor's office gathered two pieces of evidence: "on the one hand, Panizza's reverential and embarrassed attitude toward Caltagirone, and on the other, the latter's disappointment at the news he had received."
Mediobanca's shareholders' meeting rejects the takeover bid for Banca Generali.
We arrive at August 21st, the day Mediobanca's shareholders' meeting rejected the takeover bid for Banca Generali. Judicial sources call it a "revelatory step." At that time, the Caltagirone group voted against the proposal, while Delfin abstained (a vote that at the meeting was equivalent to a "no"). And in this case too, judicial sources speculate: a second “concert”, precisely because in the assembly that day "a" is expressed concerted majority that scuppers the takeover bid for Banca Generali“. It is a hearing which, in the eyes of the investigators, has a “great importance”, given that “they counted themselves there”, writes the Prosecutor's Office. A sort of "call to action for all those who could vote against or abstain."
The EU Commission has not evaluated the operation
“From a merger control point of view, the MPS operation on Mediobanca was not notified to the Commission European, since did not exceed the European thresholdsIt has been examined by the competent Italian authorities." This was stated by Brussels spokesman Olof Gill, asked about the investigation during the daily press briefing on the investigation. On this case, "what we can say is that we have seen the press reconstructions and, in general, theThe Commission does not comment on the investigations ongoing national penalties,” he added.
(Last updated: 4:29 PM, December 1st).
