The terms of thetakeover bid launched by Mps on Mediobanca. Members will have time tono to Monday, September 22nd to accept the offer. The objective, paradoxically, is no longer to exceed the 66,67% that would allow Monte dei Paschi to carry out extraordinary operations, but to increase “around 80%” estimated a few days ago by Francesco Saverio Vinci, Deputy CEO of Mediobanca, in a message sent to employees at Piazzetta Cuccia. A level unthinkable until a few weeks ago, when the vast majority of investors doubted that MPS would reach 50%, let alone 80%. But after the relaunch of 750 million total, 0,9 euros per share, launched by Siena on September 2nd, the tables have turned. But above all, the market, which until a few days earlier seemed to be working against it, has decided to converge, or rather, to resign itself to an offer whose success was now considered inevitable, given the open support of two strong shareholders, Delfin, owned by the Del Vecchio family, and the Caltagirone group, but above all, the government (which held an 11,7% stake in Mediobanca before the offer), which had always been supportive of the operation.
The success of the Tuscan institute becomes even more resounding, however this second phase goes, if one takes into account that the prey is not only bigger, but has always been considered (the former) high society of Italian finance. The predator, for its part, is a bank, the oldest in the world, which until a few years ago he struggled to stand up on its own two feet, forced to continually increase its capital and ask the government for help in order to survive. The scenario, however, has radically changed. Thanks to the care of the CEO Luigi Lovaglio, MPS has not only returned to profit, but has become a solid bank with significantly improved asset quality compared to the past. Mediobanca, on the other hand, has lost much of the "shine" that illuminated it during the time of the late founder Enrico Cuccia.
MPS-Mediobanca, Phase Two Underway: Offer Terms Reopened Until September 22
Since yesterday, Monday 15 September, 62,29% of Mediobanca's capital acquired last September 8th, the day the subscription period closed, officially changed hands, with MPS implementing the proposed exchange: 2,533 Siena shares and 0,9 euros to each Piazzetta Cuccia shareholder. Furthermore, from the same date, Borsa Italiana announced, the options and futures contracts on Mediobanca shares were renamed as contracts on MPS, according to the ratio determined using the closing price of the Sienese institute's stock on September 12.
But today is already another crucial day in the largest operation ever seen in the Italian banking game. From this morning until September 22nd – for a total of five trading days – the offer terms are reopened public purchase and exchange. The conditions remain the same: those who join receive 2,533 Sienese shares for each Mediobanca share plus 90 cents in cash, the effect of the relaunch. The minimum objective, as mentioned, is toto exceed the 66,67% of Piazzetta Cuccia, thus acquiring an additional 5,5% stake, which would enable extraordinary transactions and simplify the integration between the two institutions. But expectations are now much, much higher.
Mediobanca's Board of Directors to Resign on September 18
The reopening of the deadline isn't the only news to watch in what promises to be a heated week for the banks involved in the operation. Its success, in fact, implies that the board meeting called for Thursday September 18, the entire board of Mediobanca, led by CEO Alberto Nagel and President Renato Pagliaro, he will resign, remaining in his place until 28 October, when the assembly will elect the new administrators of Piazzetta Cuccia. In the meantime, MPS must submit the lists by October 3rd containing the names of the new top management. The search is already underway and is far from simple. It will require finding a top-notch name willing to compete with Lovaglio and his strong shareholders, but also someone capable of reassuring Mediobanca's more than five thousand employees, starting with those who hold the largest portfolios and are already being ruthlessly pursued by other institutions.
Future projects
At that point, we'll have to think about the future. A merger, for now, doesn't seem to be the most advantageous option. It's more likely, therefore, that Lovaglio, open the construction site that will lead to integration of the two entities, a project that is anything but simple, within which two very different entities will have to coexist: on the one hand, a commercial and regional bank (MPS), on the other, an investment banking company with an international profile (Mediobanca). A plan that, within six months of the end of the offer, will also have to be presented to the ECB which, in authorizing the transaction, requested details regarding the impact on capital, strategy, ICT governance, and synergies. It will be precisely on the basis of this plan that it will be clear whether MPS will be able to realize the estimated synergies (700 million) and take advantage of the expected tax credits (1,3 billion).
And it doesn't end there. Because at that point, by necessity, the eyes will have to be turned towards the Generals, the real (not so hidden) objective of Delfin and Caltagirone (also shareholders of Leone). Mediobanca holds 13,1% of the largest Italian insurance company. A share which, added to those of Delfin (about 10%) and Caltagirone (6,3%) could not only lead to the turnaround at the top of Generali (in 2026), but it could also be enough to "sound the de profundis" on theNatixis operation, which has always been opposed by all the players in the game, the Government first and foremost. The road is long, and the stakes are getting higher every day.
