Earthquake in the Italian banking risk: the board of directors of Monte dei Paschi di Siena has launched a voluntary public exchange offer on all ordinary shares of Mediobanca. A 13.3 billion operation.

«The exchange ratio has been set at 2,300 newly issued MPS shares for each existing Mediobanca share, which entails an implicit Offer price of Euro 15.992 per share, and a premium of 5.03% compared to the official prices of 23 January 2025», reads a note.

The success of the offer "will allow an acceleration in the use of the DTAs held by MPS, with an estimated net present value for the benefit of Mediobanca shareholders adhering to the Offer of Euro 1.2 billion, equal to approximately 10% of the current market value of Mediobanca", the press release continues.

"With this industrial operation we want to mark a new approach in the consolidation process of the banking sector that in an innovative way creates value immediately for both MPS and Mediobanca shareholders, and I believe also for the entire country system - said Luigi Lovaglio, CEO of Monte dei Paschi di Siena -. We are aiming for a new national champion, with two brands of excellence, which we want to protect and enhance even more. A new and modern highly competitive banking group, leader in key specialized businesses and with strong capital strength, which aims to play an increasingly virtuous role in supporting families, businesses and local communities".

The Shareholders' Intrigues

The total exchange offer of Mps on Mediobanca highlights numerous connections of shareholders that reach up to Generali. Here is a sheet with the shareholders of the companies involved.

The largest shareholder of Monte dei Paschi is still the Ministry of Economy, which has a share of 11.7%. The latest sale of shares brought Delfin into the shareholding structure, which then rose further and now has 9.78%, and the companies of the Caltagirone group with 5.03%. Another 5.03% is held by Banco Bpm, which launched a takeover bid on the fourth shareholder, Anima, which is close to 4%. When the operation is concluded, it will have around 9% of MPS. The shareholders, underlines the note released today on the operation by Monte, are not acting in concert. Since the acquisition of the shares of the Sienese bank, the banking risk has become even more complex with the takeover bid launched by Unicredit on Banco Bpm . Also present in Mediobanca are the Del Vecchio group (Delfin), the first shareholder with 19.81, and Caltagirone, now given at 5.5% from the press release of today's operation and which in the past had even come close to 10%. These are independent and autonomous investment shares. As Bloomberg recently highlighted, the two groups have a similar vision even if the decision making and investments are separate and independent. The third shareholder is Blackrock with 4.23%. However, Mediobanca is led by a group of companies linked by a consultation agreement that is worth 11.4% of the shareholding. The agreements include: the Mediolanum group (3.49%), Fin.Priv (which includes Generali, Italmobiliare, Pirelli, Stellantis, Telecom and Unipol), Monge, the Gavio Group, Finpog Italia (Doris group), the Ferrero group, the Luchini Group, the Pecci group, and with even smaller shares Tosco-Fin, Smil, Plt Holding (Tortora family), Fin.Fer (Pittini Group), Vittoria Assicurazioni, Mais, Valsabbia Investimenti, Romano Minozzi. Mediobanca is then the most important shareholder of Generali, with 13.10% of the capital. They are followed by the Vecchio/Delfin Group with 9.93, the Caltagirone Group 6.92% and the Benetton Group 4.80%.

Mps, from failed bank to hunter

Bankrupt, saved by the State and then rehabilitated thanks also to the providential increase in interest rates by the ECB, MPS considers itself the "oldest bank in the world still in operation" with its birth set in 1472. Centuries of history that saw an acceleration in the 2000s when the bank, still in the public hands of the Foundation directed by the Municipality and Province of Siena, decided to make the big leap in 2008 with the acquisition of Banca Antonveneta and become a major national player. An operation that unbalanced the group at the time of the arrival of the global financial crisis and sovereign debt and that caused the Foundation to lose its control. The bank therefore had to be saved by the State with a nationalization that cost, according to some calculations, 30 billion euros in public and private resources. In 2017, the Treasury thus became the largest shareholder, simultaneously starting a new recovery action under the strict supervision of the ECB. After attempts to merge it with Unicredit failed, the Treasury decided in concert with the EU to sell the stake . In November, the third placement of 15% brought the state stake down to 11.2% to the benefit of Banco Bpm and Anima, which ensured a leading role in Siena's shareholding structure, with an aggregate share of 9% of the capital. Delfin (Del Vecchio) also entered, which has now increased its share to 9.78%, and the Caltagirone group, a shareholder of both the bank and the asset manager, with around 5%. A notable change also because, after the Covid parenthesis in 2023, MPS's balance sheet took a turn thanks also to the increase in ECB rates which boosted the interest margin, the engine of the balance sheet of a retail bank like Monte and which brought the dividend back after 13 years of 'dryness'. The latest data: the Siena group closed the first nine months of the year with a profit of 1.57 billion euros, up 68.6% compared to the same period in 2023, to which the third quarter contributed 407 million euros.

(Online Union)

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