The CEO of Mediobanca, Albert Nagel, writes one letter to employees of the investment bank to explain the reasons behind the Surprise postponement of the meeting called to deliberate on the takeover bid for Banca Generali and confirm that the offer will start by October. Reassurances that however could remain only on paper, considering that the fate of Piazzetta Cuccia is no longer in the hands of its leaders, but it will depend on two other unknowns: the outcome of theOffer from Monte dei Paschi on Mediobanca and the developments of theinvestigation by the Milan prosecutor's office on the sale of 15% of the capital of MPS by the Ministry of Economy to Delfin, Caltagirone, Banco Bpm and Anima sgr.
Nagel's letter to employees
“Dear colleagues, we would like to update you on the latest developments regarding our group, which emerged following the board meeting held today,” reads the letter addressed to Mediobanca employees and signed by CEO Alberto Nagel and General Manager Francesco Saverio Vinci.
“The council has resolved to postpone the date of the meeting ordinary shareholders' meeting, originally scheduled for June 16, at 25 September 2025. The decision is motivated by the need to acquire further assessments from Assicurazioni Generali regarding Mediobanca's proposal for a voluntary public exchange offer on Banca Generali. The pre-meeting engagement activity carried out with our shareholders confirmed broad market support for the offer, also highlighted by the unanimous favorable opinions of the proxy advisors", the text continues. "However, some shareholders, holding investments in both Mediobanca and Generali, have underlined the importance of knowing the Generali's assessments and orientation to be able to cast an informed vote in our meeting. This is particularly relevant considering that Generali's participation is essential for the completion of the transaction, as the minimum non-waivable threshold of 50+1% has been set for the offer". "We will therefore continue to work on this important project and confirm the objective of reaching on the market with the offer by October”, concludes the letter.
In the letter, the top management of Mediobanca refers to the request for postponement presented on 3 June by Francesco Gaetano Caltagirone, with which the Roman entrepreneur underlined the need to have more information about the operation and on possible agreements between Mediobanca, Banca Generali and Generali. At the time, Nagel responded harshly, claiming that the request confirmed “the obvious conflict of interest of the shareholder Caltagirone, present in the shareholding of Mediobanca, Generali and Mps”, sources at Piazzetta Cuccia had reported. On Sunday, surprisingly, he changed his mind. In addition to the arguments contained in the letter, another factor that weighed on him was the fact that, as the meeting approached, the front against the operation was gaining more and more strength, with the tangible risk that today, Monday 16 June, the Banca Generali project could have received a resounding rejection. Between votes against and abstentions (which are equivalent to a No), it could have reached 42-44% of the capital against, exceeding the votes in favour of the green light to the offer.
Numbers in hand, with a record turnout between 80 and 82%, according to forecasts, in addition to the vote against by Caltagirone (at 10%), there would have been abstentions by Delfin (19,8%), the pension funds (at 5,5% of the total capital) and part of the pact members (Minozzi-Gavio with approximately 0,5%). And again: the group would have also included Amundi (Crédit Agricole group) with 0,8%, Unicredit, with its brand new 1,9%, Edizione di Benetton (2,2%) and JP Morgan and Jefferies, credited with another 2%. Total: approximately 42%. Too much to risk on such an important operation thanks to which Piazzetta Cuccia aims to create a champion of wealth management in Italy.
The unknown Mps
The board of directors of Mediobanca led by Nagel has therefore decided to take time, postponing the bank's meeting to September 25. This assembly, however, may never see the light of day.. There are two reasons: if the takeover bid by Monte dei Paschi on Mediobanca, which should start in July, goes well, Siena will decide whether or not to proceed with the takeover bid on Banca Generali. Secondly, if the outcome of the Tuscan bank's offer were negative, Mediobanca would no longer be subject to the passivity rule and therefore it would no longer need to go through the assembly process to decide its fate.
In both cases, the future of Mediobanca will no longer be decided in Piazzetta Cuccia but in Rocca Salimbeni, in the heart of Siena. Indeed, it can be said that the postponement of the meeting represents a assist for the CEO of Mps Luigi Lovaglio, considering that the operation on Banca Generali had caused Mediobanca shares to soar on the stock market, widening the already very large gap that existed with MPS (the former has a market capitalization of more than 16 billion, the latter does not reach 9 billion). The offer is also still at a discount of approximately 7,5%, equal to over 1,2 billion in value.
In the meantime, Siena awaits authorizations necessary to start the takeover bid. The ECB has asked the Tuscan bank for various information, which the Eurotower believes is necessary to ensure that the acquisition does not lead to an increase in system risks. According to Republic, furthermore, it is unlikely that the ECB will authorize the integration of Mediobanca by MPS with a threshold of adhesions to the takeover bid lower than 51% (today the official minimum threshold is 66,67%). But the fact that the Mediobanca-Banca Generali dossier "is moving away by at least three months, to the end of September, could help keep the minimum threshold lower, and the chances of Lovaglio's takeover bid higher", explains the Roman newspaper. The response of the European Central Bank and the EU Antitrust is expected by the end of June and, if approved, the takeover bid will start in July.
The investigation of the Prosecutor's Office
But beyond the financial calculations, the game of risk also has legal implications that should not be underestimated: as emerged last Friday, the Milan Prosecutor's Office has opened an investigation on the sale made in November of 15% of MPS capital by the Ministry of Economy to Delfin, Caltagirone, Banco Bpm and Anima sgr. All purchases took place at a premium price of 5% and almost simultaneously. Two aspects on which the Prosecutor's Office could decide to carry out some checks. Furthermore, the investigations will have to clarify the existence of a presumedto “concert” activities among the various actors in the field. According to rumours, the investigators would like to carry out all the investigations as soon as possible, but it is reasonable to think that, regardless of the outcome, the investigation will lead the stock exchange authority and the ECB itself to opt for a very – very – cautious approach on MPS and the other M&As on the table.
In light of all the unknowns that exist, September therefore seems increasingly distant. So much so that the fate of Mediobanca and its top management could be decided in the hot summer that is about to begin, well before the shareholders meet (if they meet) in that location that for decades has been the temple of Italian finance. After all, it was Enrico Cuccia himself who taught bankers and entrepreneurs that the best deals are closed in August.
