While Francesco Gaetano Caltagirone raise the pressure onOops on Banca Generali, Mediobanca reply harshly point by point to the criticisms raised by the VM 2006 vehicle of Caltagirone in view of themeeting of August 21stThe bank's goal is to clarify roles, powers, and agreements, without being distracted by accusations of "blank delegation."
Mediobanca to Caltagirone: "Talk of a 'blank delegation' is nonsense."
From the headquarters in Piazzetta Cuccia they first of all specify that "the shareholders' meeting is called to confirm to the Board of Directors the powers that the passivity rule, to which Mediobanca is subjected due to the public exchange offer of Banca MPS, temporarily suspends." In other words, the powers already belong to the board, but to comply with the rules related to the takeover bid, the meeting will have to formally authorize their exercise.
As for the controversy over the so-called "blank proxyMediobanca tones down the comment: "Talking about a 'blank delegation' makes no legal sense because, in any case, the shareholders' meeting does not have the power to replace the board of directors as the management body, but rather has the power to authorize directors to carry out actions or transactions while the company is the target of a public offering." In other words, the shareholders' meeting cannot become a "super-board of directors," but only serves to give legal approval to the board's planned moves.
Partnership agreements: everything is clear and already known
On the question of the partnership agreements with GeneraliMediobanca clarifies that "the confirmation of the existing agreements between Assicurazioni Generali and Banca Generali has been formally proposed, consolidating their duration and expanding them to the broader scope of the operator specialized in wealth management that would arise from the integration of Banca Generali with the Mediobanca group". The Roman entrepreneur argued that the economic and negotiation details long-term partnership agreements in the sectors of banque insurance, asset management and insure-banking were not yet known.
For those who doubted transparency, Piazzetta Cuccia clarifies: the agreements with Assicurazioni Generali mirror those already in force, which the Caltagirone group is well aware of because they were approved by Banca Generali's Board of Directors, where its representatives are present. And for those who feared "secret agreements," Mediobanca reminds that, being between listed companies, the agreements "have been communicated and represented at market at the time of signing in April 2025”.
Execution risks? Don't panic.
Caltagirone had requested details on the risks associated with the regulatory compliance of the share swap. Mediobanca reassured the company by explaining that, as stated in its August 6 report, the share swap is "fully compatible with the provisions of Articles 142 of the Consolidated Law on Finance and 144-bis of the Issuers' Regulation, which aim to ensure compliance with the principle of equal treatment among shareholders in the event that the directors of a listed company intend to purchase treasury shares. Therefore, there is no risk of execution in this regard."
In short, there are no legal surprises: the exchange is regulated and safe.
Strategic opportunities and value of the operation
Furthermore, the bank led by Nagel highlights that theOffer on Banca Generali is a growth opportunity in line with the 2023-2026 "One Brand, One Culture" strategic plan. With estimated synergies of €300 million, the transaction could relaunch the stock and create a European leader in wealth management, with over €200 billion in assets and an expected return of 8%.
Piazzetta Cuccia concludes with a dig: "Given the strong industrial and financial value of this project, and given the MPS offer, which, on the contrary, is characterized by total inadequacy, both strategically and financially, the Board of Directors deemed it not only necessary, pursuant to Article 104 of the Consolidated Law on Finance, but also particularly appropriate, that shareholders express their opinion on the various strategic options for Mediobanca." Mediobanca defends its project with Generali. rejects the MPS one and tells them shareholders: it's up to you to choose.
