While many Italians are enjoying their summer holidays, one of the most delicate and surprising matches of the season is being played in Milan. banking risk 2025Protagonists: Mediobanca, General Bank, Montepaschi and – behind the scenes – Generali e CaltagironeA plot that promises twists and turns and which, according to what has been reconstructed by Milano Finanza, could see the Siena bank move soon so as not to leave the entire field free for Alberto Nagel.
Nagel's blitz: early shareholders' meeting for Banca Generali takeover bid
Mediobanca CEO Alberto Nagel has shuffled the deck bringing forward the extraordinary meeting to August 21st to approve theops (public exchange offer) on General BankThis is an acceleration of more than a month compared to expectations, which seems designed to stall MPS in its tracks.
However, OPS is not simple. To be effective, it must satisfy several requirements. condizioni: the yes of the assembly of Piazzetta Cuccia, the regulatory green light – with the latest ECB authorization expected on August 18th -, the participation of at least 51% of Banca Generali shareholders, the subscription of a industrial agreement long-term partnership between Generali, Mediobanca and Banca Generali in the bancassurance and asset management sectors. Finally, there is Generali's commitment to a 12-month lock-up on the 6,5% of the treasury shares it would receive: this means that it will not be able to resell them on the market for a year, unless it sells them all en bloc to a single buyer.
Only if all these conditions are met will the takeover bid become "binding and irrevocable"—even if Mediobanca is eventually absorbed by Montepaschi—as underlined by Nagel himself during a recent call with analysts.
Generals under pressure, Caltagirone on a war footing
A fundamental piece of the plan passes through Generali, That the August 6th not only will it have to approve the accounts half-yearly, but also to express oneself on new distribution agreements with General Bank and on their extension to MediobancaOne of the essential conditions for the August 21 meeting to be valid is precisely that there be an initial green light – even if only indicative – for these tripartite agreements.
Francesco Gaetano Caltagirone, a major shareholder of Leone and a long-time critic of the current governance, has already raised his voice. The Roman builder has threatened liability actions against the councilors that they should approve the agreements with Mediobanca, deemed contrary to the company's interests.
If Generali doesn't give at least a basic green light to the tripartite agreement, even the Mediobanca shareholders' meeting could lose legitimacy. The entire operation, therefore, is treading a fine line.
The change of climate among Mediobanca shareholders
Compared to the flop of June – when Piazzetta Cuccia was forced to cancel the assembly at the last minute due to fears of rejection – Nagel hopes for a new orientation favorable to the members.
Unicredit (shareholder with 1,9%) would seem more open, and the pension funds (representing approximately 5,5%) have reportedly rallied behind the project. If the August 21st meeting approves it, the takeover bid can begin immediately—and with it, Mediobanca's strategic shift. Does this suggest Rocca Salimbeni can't directly stop the plan?
MPS ready to react: possible countermeasures to stop Mediobanca
For now its CEO Louis Lovaglio maintains a position waiterNo official statement, no clear stance: the former UniCredit has postponed any evaluation until the Siena offer is finalized. But behind the scenes, strategic analysis has already begun.
According to the indiscretions reported by MF, Rocca Salimbeni is reportedly evaluating two countermoves concrete measures to hinder or at least slow down the Piazzetta Cuccia plan.
Price increase
The first hypothesis is the simplest: raise the bid priceIf the Sienese bank were to present a more generous proposal on the eve of the Mediobanca shareholders' meeting, it could sway some votes.
It must be said, however, that if MPS shares were to rise (exceeding 7,80 euros) or if Mediobanca were to lose market share, the implicit discount It would naturally decline. In the absence of these market movements, Luigi Lovaglio could decide to increase the value offered by exploiting the additional resources available.
By calculation: to eliminate the implicit 3,92% discount compared to current values (MPS at €7,5 per share, Mediobanca at €19,75), approximately €527 million more would be needed. To offer a 10% premium, however, the outlay would rise to approximately €1,82 billion. The total would exceed €2 billion, a challenging figure but still manageable for MPS, which boasts €2,8 billion in excess capital.
Renewing the Mediobanca board of directors
The second way would be more political and complex: to force the early renewal of Mediobanca's board of directorsIf one or more shareholders were to request an extraordinary meeting by the end of August, they could challenge the current governance structure. The new board could modify some of the terms of the prospectus—such as the lock-up, minimum membership thresholds, or the agreements with Generali—reshuffling the cards on the table.
The problem? Timing. The Piazzetta Cuccia takeover bid could close by the end of September, leaving Monte dei Paschi with very little room for maneuver.
Crédit Agricole gains stake in Banco BPM, exceeding 20%.
Meanwhile, Italy isn't the only country moving its pawns on the great banking chessboard. Just yesterday, Credit Agriculture has made it official that he has the 20% threshold has been exceeded in the capital of Bpm bank, adding a further 0,3% through derivatives. Although the ECB's approval to consolidate the stake is still lacking, the strategy is clear: to strengthen its presence in the Italian banking market, especially after UniCredit's failed takeover attempt on Banco BPM.
Crédit Agricole, however, is keen to clarify that it has no intention of taking control of the bank, nor of exceeding the threshold that would require a takeover bid, nor of modifying its current governance. According to sources: Reuters, however, the medium-term plan could be ambitious: aiming for a share close to 25%.
Meanwhile, Banco Bpm is preparing to present the results for the second quarter of 2025, the first after the complete consolidation of Soul Holding.
Between raids, tactical countermoves, and silent advances, the August 2025 banking game in Milan is heating up: the next chapter will be written between August 6th and 21st.
