Il Monte dei Paschi di Siena takes a decisive step in his climb to Mediobanca: the memberships to theBelt they reached 38,5% of the capital of Piazzetta Cuccia, thus overcoming the minimum threshold of 35% provided for in the offer document. This milestone now allows the reopening of the offer, set by 16 22 to September, even though the takeover bid will officially close on the stock exchange on Monday.
In an official statement, the Siena-based bank commented: "Based on the shares pledged, the minimum threshold has been exceeded," emphasizing that this result represents a crucial step towards the success of the offer. The bank clarified, however, that the takeover bid is not yet "irrevocable," as the usual force majeure clauses typical of such transactions remain in effect. Today, Thursday September 4, the merchant bank led by Alberto Nagel will bring together the board of directors for evaluate the relaunch in cash for 0,90 euros per share, announced on Tuesday by Rocca Salimbeni, with the aim of convincing undecided shareholders and further strengthening Siena's position on Piazzetta Cuccia.
Key thresholds for the MPS takeover bid for Mediobanca
While 35% allows MPS to effectively control Mediobanca, other thresholds remain on the table: 50% more an action would guarantee tax benefits on DTAs (deferred tax assets), while 66,7% is needed to have full control of the extraordinary shareholders' meeting and facilitate a potential merger between the two banks. Simply put, the higher Montepaschi rises, the more it consolidates its control over Mediobanca and can manage important strategic decisions.
Cash raise and offer numbers
The acceleration came thanks to the cash raise of €0,90 per share, for a total outlay estimated at around €750 million. The total offering, consisting primarily of shares, exceeds €16 billion and will close on September 8th, with the possibility of additional funding between September 16th and 22nd.
The Mediobanca board, led by Nagel, had already dismissed the initial offer as hostile, "devoid of any industrial or financial rationale," and is unlikely to change its mind, despite the price now being aligned with the stock market price. Yesterday, on the Milan Stock Exchange, MPS closed at €7,48 (-1,97%) and Mediobanca at €19,7 (-1,99%), confirming that market participants now view the deal as over. The premium offered by Siena, i.e., the amount the offer exceeds the market price, is just over 0,7%, a very narrow margin that reflects the company's diminished speculative appeal.
MPS takeover bid: minimum threshold exceeded
The cash raise achieved Monte dei Paschi's primary objective: subscriptions to the Mediobanca takeover bid exceeded the minimum threshold of 35%, reaching 38,5%, equivalent to 68.251.891 shares. In practice, Monte dei Paschi raised enough votes to make the offer valid.
The main shareholders contributed to increasing the share: Dolphin (19,9%) and Caltagirone (9,9%) were added, according to financial sources, Family Edition Benetton (2,2%), Enpam (1,98%), Enasarco (2,52%) and probably Unicredit (1,9%) or some large asset managers such as Amundi, Anima e Day (1% each).
The decisions of some pension funds are still pending, including Forensic Fund, which holds 1% of the capital.
MPS-Mediobanca: What the Analysts Say
Analysts Deutsche Bank They reinvigorated confidence in MPS with a 'buy' rating and a target price of 9,2 euros, underlining the "strong strategic rationale" of the operation and the potential to diversify profits and accelerate capital return.
In reverse, Equity, advisor to Piazzetta Cuccia, lowered its rating to "hold," highlighting the "more limited upside" compared to current levels and the difficulties of integrating with Siena. Analysts also warn of the risk of an overhang, i.e., potential selling pressure on the stock due to the withdrawal of shareholders from the consultation agreement.
