A few days before the meeting of the 16nd June, even the proxy advisor Glass Lewis he recommended to the Mediobanca shareholders to vote in favor of thepublic offer of exchange on General Bank, as it represents a”substantial opportunity“. The indication is in line with that of the other proxies: Institutional Shareholder Services (ISS), and PIRC, a European proxy advisor specializing in pension funds. Moreover, the board of directors of Mediobanca itself he tried to convince the shareholders to vote in favor of the takeover bid for Banca Generali, underlining that it represents a project of significant value creation for all, unlike the “non-agreed and highly destructive of value” offer by MPS for Piazzetta Cuccia.
“In our view, the proposed offer represents a significant opportunity for Mediobanca shareholders,” reads the note. Glass Lewis. “While it is significant that two Mediobanca directors abstained from approving the offer, it should be noted that neither directly challenged the strategic or financial logic of the Banca Generali transaction.” “Their reservations,” he added, “seem rather to be linked to the availability of sufficient time to examine the offer and the potential reputational risks of the counterparties involved.” In this regard, Glass Lewis reported that “June 3, 2025 Caltagirone asked the company to postpone the meeting and the vote on the offer until the partnership agreement is concluded”. However, on 4 June 2025″, the consultation agreement “which represents approximately the11,9% of the shares, has publicly announced its support for the Offer on Banca Generali”.
“We also believe that the market reaction to the offers is indicative,” the proxy underlined in its analysis. “The Mediobanca shares continue to be traded well above the implicit value of the MPS offer, Confirmation of validity of the strategy of pursuing a combination with Banca Generali and, perhaps, as a clear message to MPS that its proposal does not reflect the value that shareholders attribute to Mediobanca. Therefore – concluded Glass Lewis – we recommend that shareholders vote in favor of this proposal”.
The title Mediobanca in the late morning the share price on Piazza Affari is 19,70 euros (+0,72%), while Banca Generali is at 52,00 euros (+0,58%).
