Hip to the eve of the extraordinary meeting on'public exchange offer (Oops) launched by Mediobanca on Banca Generali. With a urgently called meeting Sunday morning, the board of directors of the merchant bank led by Alberto Nagel has the request of the member Francesco Gaetano Caltagirone was accepted and decided on postponement of the meeting scheduled for Monday, June 16. The new date has been set for 25 September 2025.
The decision was made following the requests from some members (Caltagirone first and foremost), present both in Mediobanca and in Assicurazioni Generali, who have asked to Know the official position first del Leone on the operation. A need reinforced by the fact that Generali holds 50,17% of the target bank and is therefore crucial for the success of the takeover bid, which requires the adhesion of an absolute majority of the capital as a minimum condition.
Only on Thursday 12 June Generali announced, with a press release, that having started the analysis of Mediobanca's proposal and its commercial and economic implications. Too late, according to the Piazzetta Cuccia board, to allow shareholders to express themselves with full awareness. In reality, Generali's timing is not a surprise and today's decision by Mediobanca's board of directors reflects above all the awareness that, in the current conditions, the takeover bid launched on Banca Generali risked rejection at the meeting.
Tension among members: opposing bloc near 40%
The postponement comes in a context of strong tension among shareholders by Piazzetta Cuccia. In recent weeks, the front of the “no” or abstention to the operation has strengthened significantly. Caltagirone rose from 7% to 10% of the capital, the pension funds (Enpam, Enasarco, Cassa Forense) have exceeded 5%, and also Unicredit now he is playing with the bank led by Orcel who has put 1,9% in portfolio of Mediobanca. Also Dolphin, the Luxembourg holding company of the Del Vecchio family (19,8%), expressed reservations, complaining about the lack of information on the impacts of the takeover bid on Generali, which would receive in exchange 6,5% of Mediobanca's capital in its own shares.
According to sources close to the dossier, also Edition (Benetton family, 2,2%) and the same Unicredit could opt for abstention, which counts as a vote against. With a participation that was expected to be around 80% of the capital, exceeding the threshold of 40% plus one share would have been sufficient to block the offer.
Ops confirmed on time: now Generali has the floor
In the press release issued after the meeting, Mediobanca reiterated the strong industrial and financial rationale of the operation, which aims to create a new Italian leader in Wealth Management. The opinions expressed by the proxy advisors were all favorable, confirming, according to the bank, the market's support for the initiative.
The board however deemed it "appropriate" to consult the shareholders only after having acquired the outcome of Generali's evaluations. The Offer therefore remains valid in all its terms as per the press release of April 28, with a conclusion expected between September and October 2025.
The following also remain on the table unknowns related to the Ops announced by Monte dei Paschi right on Mediobanca, which could start in July. Some members opposed to the proposal on Banca Generali, Delfin, Caltagirone and the banks, are also present in the capital of the Sienese bank and ready to play a role in the new phase of the Italian banking risk.
