It's Mediobanca's dayToday, in all likelihood, the fate of the institute led by will be decided Albert Nagel, but also the future structure of Italian financial capitalism.assembly, which will be held with the designated representative method (lawyer Dario Trevisan), will be called to decide on the 6,5 billion public exchange offer launched last April on General BankAnd the outcome will be decisive: Either the takeover bid for Banca Generali goes through, or Mediobanca is destined to end up in the arms of MPS. which at that point will have the path clear to take control of Piazzetta Cuccia, but also of Generali.
CEO Nagel needs an absolute majority of the voting capital to get the green light for the operation and at this juncture turnout is crucial: By Wednesday evening, 78% of the capital had been deposited, a high percentage, but perhaps not enough to dilute the broad front of opponents and abstentions, preventing them from scuttled the operation on the bank led by Gian Maria Mossa.
Mediobanca Shareholders' Meeting: Who Will Vote Yes?
Among those in favour of Mediobanca's takeover bid for Banca Generali, the following should be lined up: consultation agreement (dropped from 11,6% to 7,8% of the capital) and Unipol (2%). On the indication of the proxy advisors, Yes also from the majority of the investment funds foreigners who together hold approximately 35% of the Milanese bank: Norges, CalPers, Cpp, New York City Comptroller and Florida Sba. He has not yet expressed his opinion, but he could also move towards a favorable vote. BlackRock, which holds 5% of Piazzetta Cuccia. The vote is uncertain Vanguard (3,2%) who voted in favor of the Siena takeover bid at the last MPS meeting.
Mediobanca Shareholders' Meeting: Opponents and abstentions, Unicredit unknown
To opt for abstention (which in the assembly it's equivalent to a no, since it raises the bar for achieving an absolute majority) are Dolphin of the Vecchio family (19,8%), Edition of the Benetton (2,2%), Amundi (1%), Anima (0,7%), Forensic Fund (1%) ed Enpam (1,98%). Probable abstention also by Enasarco (2,52%).
Francesco Gaetano will instead pronounce a resounding and convinced No to the operation Caltagirone, owner of a 9,8% stake in Mediobanca.
Calculator in hand, between abstentions and opponents therefore 39% is exceededA percentage that could rise further if the already large group were to be joined by Unicredit. The position of Piazza Gae Aulenti CEO Andrea Orcel is unknown at this time, but many are betting on his abstention, especially considering that last April, at the Generali meeting, the manager decided to follow the Caltagirone-Delfin line.
Mediobanca Shareholders' Meeting: What Happens if the Yes Vote Passes?
With 51% of the votes in favor at the meeting (the meeting is necessary because Mediobanca is subject to the passivity rule, given the attempted takeover by Monte dei Paschi), the takeover bid for Banca Generali will be able to proceed according to a very tight schedule. According to the already scheduled calendar, Mediobanca will file its final bid on August 25th. the offer document in Consob which could therefore start at early September, a few days after the conclusion (expected for September 8th) of the other maxi ops concerning it, the one launched by MPS on Piazzetta Cuccia.
If the membership period were to end successfully, there would be two striking consequences: 1) the union between Mediobanca and Banca Generali would create a champion of wealth management from 210 billion in assets under management; 2) Mediobanca would sever its historic ties with Generali, given that the counterpart of the offer is precisely the 13,1% share of Leone held by the Milanese bank.
Mediobanca Shareholders' Meeting: What Happens if the No Vote Passes?
If, however, the front of those against and abstaining were to prevail, at that point Mediobanca's takeover bid for Banca Generali would definitively end up in the attic and that of MPS for Piazzetta Cuccia, already well on its way towards the minimum threshold of 35% thanks to the support of Delfin, would have the path clear. In fact, there would be nothing left to hinder the plan put into practice by the CEO Louis Lovaglio which at that point, after September 8th, could begin planning the wedding based on the ECB's requests, supported by the Government and the Delfin-Caltagirone duo. As already anticipated by the manager, one of the Sienese bank's first moves, once it takes control of Mediobanca, could be to to kick out the current CEO of Piazzetta Cuccia, Alberto Nagel. "After the takeover bid, we'll look for a new top manager for Mediobanca. It seems clear to me that Nagel isn't interested in the deal: I called him and he didn't answer," Lovaglio anticipated last July. The change of guard could come on October 28th, when the Piazzetta Cuccia shareholders' meeting will be called to approve the financial statements.
Then everyone's eyes will shift to Caltagirone and Delfin, who would become the main shareholders of MPS, and above all to the GeneraliThe success of Monte dei Paschi's bid implies not only control of Mediobanca, but also of the insurance company currently led by Philippe Donnet, whose position could then be called into question again.
(Last update: 8.39 pm on 21 August).
