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Mps-Mediobanca: all the (very close) stages of the biggest offer of the year

After the postponement of the Mediobanca meeting, the spotlight shifts to MPS's offer on Piazzetta Cuccia. Expectations are rising for the ECB's response. Here is the road map of the largest banking operation of 2025

Mps-Mediobanca: all the (very close) stages of the biggest offer of the year

In Siena these are hot days and the summer heat has little to do with it. After the Mediobanca meeting postponed to September 25, the tops of Ps they have no intention of leaving anything to chance. The main objective now is to get the green light from the ECB to the offer on Piazzetta Cuccia and to create in the next few weeks what, at least for the moment, will become the biggest banking operation of the year. 

Mps-Mediobanca: here are the next steps

After the blessing received from the Government, which unlike what happened with the Unicredit-Banco Bpm operation last April has communicated that it does not want to exercise the golden power, and the green light came fromIvass, we are now waiting for the ECB, with which intense talks are reportedly underway. According to the Courier, it cannot be ruled out that the Frankfurt authority may request further investigations.

The Eurotower's authorization for the takeover bid launched at the end of January by Monte dei Paschi on Mediobanca should in any case arrive within the middle of next week. This is the most anticipated step of an operation that could redesign the Italian banking sector. After that, the road could be all downhill, with the arrival of the approval of the DG European Comp and Consob, expected five days later. 

Once all the necessary authorizations have been obtained, MPS will be able to turn to the market, opening the membership period to'offered already at the beginning of July. Duration? Three to four weeks in total.

Mps-Mediobanca: the issue of the membership threshold

Several times over the last few months, the CEO of MPS Louis Lovaglio stated his intention to achieve 66,7% of Mediobanca. An objective also confirmed in the documents sent to Consob. In recent days, however, it seems increasingly likely that the bar will move a little lower: 50% plus one share. A threshold that requires the approval of the ECB, but which nevertheless seems achievable after the rise of the front of those against/abstentions to the takeover bid by Piazzetta Cuccia on Banca Generali that emerged on the eve of the Mediobanca meeting. If the latter were to accept the offer, Piazzetta Cuccia's 40% stake would already be well exceeded. 

At that point it will be up to the market to decide what to do, taking into account the offer, at Monday's closing prices, still presented an 7,5% discount, a percentage equal to approximately 1,2 billion in value. A gap that could be filled at least in part, if MPS decided to add to the offer a cash component. Perhaps placed on the table at the last moment. 

Will MPS decide on Mediobanca-Banca Generali?

In this context, it should be considered that the Mediobanca meeting of September 25th may never take place. There are two reasons: if the takeover bid by Monte dei Paschi on Mediobanca that should start in July goes well, Siena will decide whether or not to proceed with the takeover bid for Banca Generali. Secondly, if the Tuscan bank's offer were to be negative, Mediobanca would no longer be subject to the passivity rule and would therefore no longer need to go through the shareholders' meeting to decide its fate. In both cases, Mediobanca's future will no longer be decided in Piazzetta Cuccia but in Rocca Salimbeni, in the heart of Siena. 

And Banca Generali? The institute led by Gian Maria Mossa seems destined to remain under the passivity rule until, but the conditional is now a must, the offer launched by Mediobanca should start. In the meantime, on Monday the bank's board of directors met to discuss the effects of the postponement and on the validity of the Piazzetta Cuccia offer. 

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