Ps e Mediobanca approve the project of merger by incorporation of Piazzetta Cuccia inside the Sienese institute and set the exchange in 2,45 MPS shares for each Mediobanca share, with a "premium" compared to the 2,2 times ratio that the market expected. On Tuesday, at Piazza Affari, the shares of the two banks – under pressure after the presentation of the industrial plan and the exclusion of the CEO Louis Lovaglio of the board of directors list – they bounced along with the entire price list, in the wake of hopes for a short-lived conflict in Iran, with Mediobanca rising 5,04% to 16,16 euros and MPS 4,95% to 7,39 euros.
MPS-Mediobanca: merger effective by the end of 2026
The green light, which will consequently lead to the delisted of Piazzetta Cuccia, was approved by the boards of the two banks, meeting in Siena and Milan, who took note of the favorable opinion issued by their respective committees for transactions with related parties. Now the word will pass to the extraordinary meetings of the two institutes, which will have to give the green light with a two-thirds majority, with the merger which should become effective “by the end of 2026”.
The operation, MPS and Mediobanca explain, is part of a broader reorganisation project which includes the concentration of corporate & investment banking and high-end private banking activities in a "new" Mediobanca, 100% controlled by MPS, which will also retain the stake in Generali, "thus preserving a highly valuable brand." The reorganization also includes the integration of the retail and affluent financial advisor networks of Mediobanca Premier and Banca Widiba, which will assume a new name "under the Mediobanca brand."
The reorganisation, which will be submitted to the approval of the boards of directors of the companies involved, has the objective, together with the merger, of giving "full implementation" to the achievement of the 700 million euros of synergies promises from MPS and the industrial and financial objectives of Monte dei Paschi's business plan, which aims to distribute 16 billion in dividends to shareholders over five years.
Thanks to the merger – which remains subject to the authorization of the ECB and the Bank of Italy but also of the government with the golden power – Mediobanca shareholders, the note explains, will be able to benefit from a more liquid share, a 100% dividend payout, of the opportunities associated with Monte dei Paschi's abundant excess capital and the prospects outlined in its plan, also thanks to the tax credit boost that Rocca Salimbeni can deploy. Piazzetta Cuccia shareholders who do not approve the merger will not have the right to withdraw.
MPS-Mediobanca: What will the shareholder reorganization be?
The conversion of 13,65% of Mediobanca's capital into MPS shares will cause a light dilution of the current members of the Sienese bank, with Dolphin which will drop to 16,1% of the capital, the Caltagirone group To 9,4% Blackrock at 4,6%, the mef To 4,5% Bpm bank at 3,4% while the free float will be represented by 62% of the capital.
The board of directors of Monte dei Paschi is meanwhile finalising its reply to the letter with which the vigilance he asked that future councilors have autonomy of judgment (independence of mind), which must be "clear" with regards to the CEO, who will also be required to have "relevant banking experience". With the letter, the sending of which - reports theHandle – expected to take place by Wednesday, the Monte dei Paschi board of directors intends to highlight how the choices made on the list fall within the scope of the ECB's requests, including the candidacy of the three potential CEOs, about whose banking expertise the board has no doubts.
MPS approves 2025 budget and dividend
Furthermore, the board of directors of MPS approved the project of financial statements of the bank and consolidated group as of December 31, 2025, confirming the preliminary results already approved by the board itself and disclosed to the market on February 10. The board also resolved to propose to the next shareholders' meeting - on April 15 - the distribution of a cash dividend per share of 0,86 euros, gross of withholdings required by law, for a total amount of approximately €2.613 million. This distribution, if approved by the shareholders' meeting, will take place with an ex-dividend date of May 18, 2026 (ex-date), a record date of May 19, 2026, and a payment date of May 20, 2026.
