MPS just needs to reach 35% of Mediobanca. This is the minimum threshold, defined as "non-waivable", set by Monte dei Paschi in offer document which will start on Monday 14th July and close on 8th September. “We are certain that we will complete the operation: with the minimum threshold of 35% we would still exercise de facto control”, said the CEO of Monte dei Paschi di Siena, Louis Lovaglio, in an interview with Sun 24 Hours, in which he describes the operation as “a project that has a strong industrial and financial rationale, with a clear and innovative vision, which generates tangible benefits for all”.
Mps: “With 35% we will obtain de facto control”
The objective, which can be derogated, is to reach 66,67% of the capital, the same threshold foreseen at the announcement of the operation, but also the 35% of Mediobanca, according to MPS, is a share “suitable” to “gain control”.
“The offeror – as stated in the prospectus – believes that on the basis of the shareholding structure” of Mediobanca at the date of the offer document and “of the percentages of participation recorded so far at the ordinary meetings of Mediobanca, the purchase of a participation between 35% and 50% of the voting share capital of Mediobanca is suitable to allow the offeror (Banca Mps) to obtain de facto control” over Mediobanca, exercising a dominant influence “in the ordinary meeting of Mediobanca and influencing the general direction of management”.
Mps-Mediobanca: thresholds, synergies and dta
By setting such a low minimum threshold, MPS de facto locks down the operation, guaranteeing itself a starting base that the bank "reserves the right to strengthen" at a later time with "the methods and timing permitted by the market".
In this context, however, the consequences of the decision must also be considered, especially if the DTAs, or deferred tax assets of MPS, and the synergies are taken into account.
According to the prospectus, with a capital quota less than 50% le synergies and the strategic objectives of the offer "will be achievable" even if "with possible variations and delays in their implementation". In detail, for the synergies the bank speaks of "a longer time horizon of approximately 12-18 months” and “full implementation in the first part of 2030”.
Speaking instead of data, within the document Mps explains that, without the consolidation of Mediobanca, its use cannot be accelerated by widening the taxable base to the balance sheet of Piazzetta Cuccia: instead of being consumed in six years, with the use of half a billion per year, there will be benefits of 300 million per year and a use “over a longer time frame” that would end in 2036. The paths to follow in the event that the thresholds are lower than 50%, exceed this value or even settle above 66,67% of the remainder were set by the ECB last week when it gave its green light to the operation.
If the offer gets less than 50% acceptance – I am the Eurotower's indications – Siena will have to provide it within three months with a report confirming the existence of de facto control or alternatively, in the absence of de facto control, a plan indicating the strategic approach to the stake acquired in Piazzetta Cuccia, the criteria for maintaining or disposing of such stake, together with the objectives, deadlines and main operational stages. In any case, above 50%, a plan must be presented within 6 months of the control that includes the impact on the capital and the governance structure. Above 66,67%, then, the integration – including synergies – may be complete.
The thresholds and the cet1
The levels of CET1 ratio fully loaded consolidated estimated at 31 March 2025 for the group resulting from the offer in different acceptance scenarios, including that with acceptance equal to 35% (de facto control) would be: 17,8 % in the case of 100% acceptance of the offer; 16,6 % in the case of 66,67% acceptance of the offer; 16,2 % in the case of 50% acceptance of the offer; 15,6 % in the case of adhesion to the offer equal to 35%.
Mps does not rule out merger with Mediobanca
MPS does not rule out a possible merger by incorporation of Mediobanca in the future even if the CEO Luigi Lovaglio, when illustrating the operation, most recently at the MPS meeting in April, always referred to two separate entities.
The prospectus explains that MPS, in the event of the offer being completed, intends to proceed with the delisting of Mediobanca stock and "independently of this act", the bank "does not exclude the possibility of evaluating in the future the implementation of any extraordinary operations and/or corporate and business reorganizations that may be deemed appropriate, in line with the objectives and motivations of the offer, including the possible merger by incorporation of Mediobanca into Banca Mps or another company of the Mps group". To date no decision has been made on any extraordinary transactions following the merger with the Mediobanca group as a result of the completion of the offer.
Mps reserves the right to evaluate the Banca Generali operation
The offer launched by Mediobanca on Banca Generali “it would seem in coherent power with the strategic rationale” of the Mps takeover bid on Mediobanca. The Sienese bank wrote this in the prospectus for the operation worth over 13 billion released yesterday evening and which will start on July 14th. In light of the Mediobanca meeting preparatory to the operation on Banca Generali postponed to September 25th, however, to date there is “incompleteness of the information framework” therefore Banca Mps reserves the right to evaluate it more fully “in light of all relevant information that becomes available from time to time.”
Mps: “No impact on employees from the merger”
The Mps merger with Mediobanca does not foresee "negative consequences direct on the overall workforce of the MPS group and the Mediobanca group with regard to working or employment conditions", the Sienese bank writes in black and white in the prospectus of the takeover bid. "Taking into account the complementarity and no overlapping of businesses of MPS and Mediobanca, it is reasonable to believe that in the event of completion of the offer there will be no impact on the human capital and existing operating sites of MPS and Mediobanca".
Mediobanca's response and the market's reaction
We are waiting now Mediobanca's response which could arrive as early as the beginning of next week. And many take it for granted that, based on the data contained in the prospectus, Piazzetta Cuccia make targeted criticisms.
Then the word will pass to the shareholders: the operation will start on the market on July 14th and will last 40 trading days, until September 8th, since it comes in the middle of the summer period and to give the market the chance to evaluate the results of the Monte half-yearly report, scheduled for August 5th. In the meantime, theOn the stock exchange both stocks are losing around 1% of their value, with the discount implicit in the exchange rate which stands at 3,9%, approximately 600 million euros.
Sales continue on Mediobanca
In the meantime, Mediobanca share sales continue by the members of the consultation agreement. After Gavio and Doris Fin.Fer also sold 200 thousand Mediobanca shares in the session of July 3 at a weighted average price of 18,533 euros. Monge, in the session of July 1, sold 332,183 shares at a weighted average price of 19,0553 and in the session of July 2 22,290 shares at a weighted average price of 19,0128. The press release specifies that the transactions were carried out on shares not contributed to the agreement. Finally, Aurelia, holding company of the Gavio family, sold another 250 thousand Mediobanca shares in the session of July 3, 2025 at a weighted average price of 18,4820 euros. Fin-Fer, Monge and the holding company Aurelia are part of the consultation agreement between Mediobanca shareholders.
