"There is no hidden pact" between the Delfin and Caltagirone partners and "the agreement" with Monte dei Paschi di Siena does not exist. It is written in black and white Consob in a document from the Issuers Supervision Division dated 15 September 2025 and reported in the 6 December edition of The sun 24 hours.
The document refers to “the alleged concert between Francesco Milleri, president of Delfin, Francesco Gaetano Caltagirone, founder of the Caltagirone group, and the CEO of MPS, Louis Lovaglio, to take control of Mediobanca and Generali, bypassing the mandatory takeover bid for Piazzetta Cuccia,” the article reads. The concert is at the center of the investigation by the Milan Prosecutor's Office, which includes, in addition to Milleri and Caltagirone, also MPS CEO Luigi Lovaglio, who yesterday, however, cashed in the full confidence of the board of directors of his bankThe charges are of stock market manipulation and obstruction of supervisory activity, including that of the ECB and Consob itself.
Consob document: "No concerted practices detected"
The document that the Authority led by Paolo Savona would have also sent to the Prosecutor's Office, he writes Il Sole 24 Ore , comes to conclusions that are totally different from those of the investigators, who however are also based on the wiretaps of the protagonists, of which Consob was not and could not be in possession, but also on subsequent investigations to September 15th.
After months of investigations, the Supervisory Authority maintains that "none of the conduct reported by Mediobanca - which was not supported by any kind of evidentiary evidence - appeared to be characterised by potential criticality or alarm profiles" and that "on the basis of the verification activities carried out, there are no serious, precise and consistent indications that are suitable and necessary to ascertain the existence of a concerted action between the shareholders Delfin, Caltagirone and the Ministry of Economy and Finance also implemented through MPS, as well as the consequent existence of a takeover bid obligation on MPS” and Mediobanca.
And “more specifically, no verbal or written agreements were found, expressed or tacit, even if invalid or ineffective, between the subjects "already mentioned" which represent the basis of the consensual relationship in which it is embodied the concert action – the document continues – nor does the existence of such agreements appear to be inferable from circumstantial evidence, through the valorization of factual elements, such as the finding of aligned conduct on the part of Milleri, Caltagirone and MPS.
Consob explains, therefore, that the conduct of Delfin and Caltagirone, "although aligned, does not appear sufficient to to detect only an agreed course of action having the specific objective of controlling Mediobanca and Generali, through the Mediobanca Takeover Bid, being conducts also consistent with the pursuit of economic interests specific to each of said shareholders, autonomous and different from the desire to acquire and jointly manage control” of Mediobanca and Generali.
Operation planned for 2022
As he writes Il Sole 24 Ore based on what Consob has reconstructed, the idea of the MPS-Mediobanca operation would not have been born in 2024, but would already be contained in an initial document presented by CEO Luigi Lovaglio at a meeting at the Ministry of Economy and Finance, the December 16 2022.
The document entitled “Update on MPS. Situation and prospects” contained tpossible options for the Treasury's exit from MPS. The first was the stand-alone option, according to which the "State could exit through market operations." The second was the "merger of equals" option, i.e., the integration of similar commercial banks, which had identified Banco BPM and BPER as possible targets. The third was a transformation option, i.e., the transaction with "Mediobanca, specializing in corporate and investment banking, private banking, product manufacturing, and retail banking."
The new development emerging from the Consob documentation, the economic daily continues, is that the Mediobanca option, as an "integration (without merger) between their banks" in "July-August 2024," was presented on several occasions by Luigi Lovaglio to the former CEO of Mediobanca Alberto Nagel.
