The long-awaited relaunch is here. The board of directors of Ps has decided to increase the offer for Mediobanca with a cash component of € 0,9 per shareThe upward adjustment will cost the mountain approximately 750 million euros.
In the same note, Monte dei Paschi also communicated the waiver of the 66,67% threshold condition The effectiveness of Mediobanca's offer was conditional on this. The minimum, non-negotiable threshold of 35% was confirmed, already within reach after the contributions of Delfin and Caltagirone, which increased the acceptance rate to 28,1%.
After the announcement, in Piazza Affari both titles are travelling in the red: -1,7% for the Sienese bank, -1,5% for the Milanese one.
MPS: Yes to Mediobanca's relaunch
At the stock market prices on Monday, September 3,7st, the offer had a 640% discount, equal to €XNUMX million. For this reason, the MPS board of directors decided to proceed with the adjustment of the offer, adding the component to the share exchange.
Calculator in hand, the total amount of the relaunch is approximately 750 million euros and requires that 2,533 euros in cash be added to the 0,9 MPS shares for each Mediobanca share. the unit price therefore rises to 16,334 euros by action of Piazzetta Cuccia, with a 11,4% bonus compared to the market price. The overall implicit "monetary" value of the offer is equal, says the MPS note, to 13,5 billion, "of which €12,8 billion as the initial consideration in shares (taking into account the official price of MPS shares on the reference date) and approximately €0,75 billion as cash consideration." The bank notes that those who have already accepted the offer will also benefit from the adjustment.
“The board of directors firmly believes that the increase in the fee represents a further and concrete testimony to the industrial value of the operation and the offerer's attention to the market, with the aim of maximize offer subscriptions and accelerate value creation", reads the MPS note in which the board of directors also confirms the financial objectives of the operation. "In particular - it reads - also considering the cash consideration of 0,90 euros, MPS confirms that it maintains a solid capital base (pro-forma Common Equity Tier 1 ratio of approximately 16%1 upon completion of the transaction) and a sustainable dividend policy over time with a pay-out ratio of up to 100% of earnings, supported by high profitability, also thanks to steady-state synergies estimated at approximately €0,7 billion per year before taxes, and the acceleration in the use of DTAs”.
MPS: The goal is to surpass Mediobanca's 51% stake.
After the meeting which has Mediobanca's board of directors was denied authorization to proceed with the Banca Generali transaction., memberships Monte dei Paschi's offer for Mediobanca has reached 28,1% of the capital, thanks above all to the two strong partners Caltagirone and Dolphin who have handed over their shares. The minimum threshold of 35% it is therefore one step away, considering the probable contribution of the three pension funds – Enpam, Enasarco and Cassa Forense hold 5,5% – of Edition of the Benetton family (2%) and of Unicredit (1,9%), as well as Amundi, Anima and Tages.
The relaunch will therefore serve to convince institutional investors to join the offer, allowing MPS to reach 51% of Mediobanca and take firm control of the Piazzetta Cuccia board of directors. Above 66,7% There would also be the conditions to call an extraordinary meeting and proceed with the merger between the two banks.
However, if, on the contrary, MPS were to stop just above 35% a situation would be created in which different majorities could be formed from time to time in the assembly, which would also complicate matters with the European Central Bank In approving the transaction, the bank asked the Tuscan bank to provide, within six months of the closing of the tender offer, details on its future governance and how it intends to manage it, as well as how the authorization thresholds will be met.
MPS: the offer will end on September 8th, the reopening on the 16th
MPS finally confirmed that the offer launched on Mediobanca will end on September 8th, even after the decision to proceed with the cash relaunch. "Please note," the note reads, "that the acceptance period will end at 17:30 p.m. Monday 8 September 2025". Monte has already foreseen a reopening period of the five-day terms, between 16 and 22 September.
Mediobanca's board of directors meets this week
While waiting for the market's reaction, which has been asking for an increase in the offer for some time, the ball is back in Mediobanca's court, whose The board of directors will meet this week in order to evaluate and express its opinion on the offer made by MPS. In the past, the board had harshly criticized the offer of the Sienese bank, defining the consideration as "totally inadequate".
(Last update: 09.24 pm on 2 September).
