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Mediobanca celebrates record results and accelerates its takeover bid for Banca Generali. Nagel: "We can get there before MPS."

Mediobanca aims to move up the Banca Generali takeover bid meeting to August 21st. Nagel: "Our offer could hit the market before the end of MPS's offer, depending on the calendar and Consob. But it could happen."

Mediobanca celebrates record results and accelerates its takeover bid for Banca Generali. Nagel: "We can get there before MPS."

Mediobanca celebrates the 2024-2025 financial year with “best results ever”, hitting all annual targets and closing a solid fourth quarter. revenues grow by 3%, reaching 3,72 billion euros, in line with guidance (+3%), while theNet income rises by 4%, reaching 1,33 billion. The bank confirms a dividend of 1,15 euros per share and maintains the positive guidance for the 2026.

While toasting the results, Piazzetta Cuccia is speeding up the operation General Bank with a clear and ambitious goal: to beat Monte dei Paschi di Siena to the punch. The Mediobanca board of directors has already marked the calendar on August 21 including possible date for the 'assembly decisive on the takeover bid, reserving the right to confirm the decision by August 6 (when Generali's Board of Directors will meet to approve the half-yearly accounts and should decide on the distribution agreements linked to the operation). As explained by Albert Nagel, CEO of Mediobanca in a conference call after the publication of the accounts: "In case of positive feedback from Generali, we will move in this direction". And he specifies: "the advancement of the meeting is mainly linked to the authorization process, which is expected to be completed by August 18; within five days of that date the Consob It should authorize the publication of the prospectus, while shareholders' approval must be received before the Commission's approval. If all goes smoothly, the takeover bid could be launched on the market between the end of August and the beginning of September.

Mediobanca closes 2024/2025 with record results 

Mediobanca closes the 2024/2025 financial year with record results: a Net income of 1,33 billion euros, up 4,5% compared to 1,27 billion the previous year. revenues consolidated revenues exceed 3,7 billion euros, up 3,1% compared to the 3,61 billion of the previous financial year, thanks above all to the double-digit growth of net commissions, rose to 1,07 billion (+14,2%). The interest margin remains stable at 1,97 billion (-0,3%). Profitability improves further, with a Red at 14% and earnings per share up 7% to 1,64 euros. At the same time, asset quality is strengthening, with a cost of risk down to 44 basis points and a cost/income al 43%.

In fourth quarterMediobanca reported a net profit of €337 million, up from €327,3 million in the same period last year, with revenues of €951 million and a stable interest margin. Total assets exceeded €112 billion, with record net inflows of €3,8 billion. The CET1 ratio remained stable at 15,1%, down slightly from 15,2% at the end of March, after the dividend distribution and buyback, partially offset by a reduction in RWAs thanks to the new Basel 4 rules.

Dividends and new buyback

The shareholder remuneration policy remains among the most generous in the sector, with a 100% full cash payout of ordinary profits also for 2025/26. The dividend annual dividend remains at 1,15 euros per share (of which 0,59 euros paid in November). Mediobanca has completed the second tranche of buyback for 385 million, canceling 20 million shares, and approved a third tranche of 400 million, pending the necessary authorizations.

Guidance 2025-2026: Solid Growth and Ambitious Targets

"For the next fiscal year, we expect another year of growth in a more challenging environment," the CEO stated in a conference call. Specifically, Mediobanca forecasts a net profit of around 2025 billion for the 2026-1,4 financial year, thanks to a limited but solid growth in revenues and a double-digit expansion of the commissions in wealth managementTotal assets are expected to increase to €123 billion, with net inflows exceeding €10 billion. Net interest income will remain stable (-1%) thanks to the stability of margins in Consumer Finance and growth in volumes. A cost/income ratio of 44%, a cost of risk of 55 basis points, and net income of around €1,4 billion are expected. The bank aims to maintain a CET1 above 14% and Tier1 around 15%, confirming the cash payout at 100%.

The strategic plan One Brand - One Culture, recently extended until 2028, targets a net profit of 1,9 billion at the end of the period and foresees a doubling of the dividend, which should reach 2,1 euros per share, as well as cumulative shareholder remuneration of more than 4,9 billion over three years.

Generali Ops: Mediobanca aims to bring forward the shareholders' meeting to stop MPS.

In an official note, the group led by Alberto Nagel explains that it has sent Generali a proposal for guidelines to start negotiations on the continuation and expansion of the recently renewed distribution agreements between Generali e General Bank, extending the collaboration to the Mediobanca network as well.

The goal is to obtain Generali's approval at the Board of Directors—convened for August 6th—of a distribution agreement that is key to the success of the operation. If the Lion says yes, Piazzetta Cuccia could bring forward the meeting on the green light for the takeover bid, moving it well before September 25 and before the closing of MPS's rival offer (September 8). 

The bank underlines that, considering the timing of the authorization of the operation – the conclusion of which is expected on August 18 – and the regulatory deadlines for the presentation of the offer, the Board of Directors could set the new date of the assembly called to deliberate on the takeover bid August 21th.

But there is another factor that should not be underestimated: if theOps by Mps (started on July 14) were to take off – at the moment it has only collected 281.732 subscriptions, equal to 0,03% of the shares in question – the offer could close within 40 days, therefore by the end of August, thus the meeting would become useless; if it were to fail, however, Mediobanca would exit the "passivity rule”, or the rule that limits hostile offers, and to raise or withdraw the offer on Banca Generali without further going through the shareholders. 

The game remains tight: on August 6th Generali could give Mediobanca the decisive push to anticipate the times, quickly close the operation and leave the opponents (Delfin della Del Vecchio family e Francesco Gaetano Caltagirone, including significant shareholders in MPS and Generali) with nothing.

Nagel reiterates: no to MPS, focus on Wealth Management

Nagel defines theMPS offer “completely inadequate e not convenient”, specifying that “it does not contain any valorisation plan and the retention of Mediobanca's key resources." "It's unclear why one of our shareholders, faced with a standalone deal that is actually yielding results and on a trajectory with double-digit returns, would take on balance sheet, macroeconomic, and execution risks, mostly without the market premium of an alternative deal."

Regarding the possible outcomes of the two offers, Nagel explained that, once it reaches the market and if the conditions are met, the offer for Banca Generali "will be legally binding and cannot be withdrawn," and this "regardless of whether Mediobanca is then a standalone company or part of the MPS group."

Last updated: Thursday, July 31, 2025, 11:31 AM

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