Consob: 'No hidden pact in the Mps-Mediobanca case'

A twist in the Mps Mediobanca case: 'No hidden pact' between shareholders Delfin and Caltagirone and 'no concert' with Siena. A document from Consob's issuers' supervisory division, dated 15 September 2025, undermines the foundations of the accusatory structure on the alleged occult pact between Francesco Milleri, chairman of Delfin, Francesco Gaetano Caltagirone, founder of the Caltagirone group, and the CEO of Mps, Luigi Lovaglio, to take control of Mediobanca and Generali by circumventing the obligation to take over Piazzetta Cuccia. The Consob document, sent to the Milan Public Prosecutor's Office as a transmission of the results of the supervisory activity carried out, therefore totally diverges from the hypotheses of the investigators: it denies the existence of a concert - and consequently undermines the premise of the investigation that has engulfed Mps and Mediobanca in recent days - making stock market speculation on a compulsory cascade takeover bid on Assicurazioni Generali sidereal.

It all started on 5 March 2025, from a forest of complaints with which former Mediobanca CEO Alberto Nagel tried to stop the public exchange offer launched in January by Mps on Piazzetta Cuccia's bank. The manager claimed that Delfin and Caltagirone, "having failed to change the control and governance structures of either Mediobanca or Generali in the last three years," had "implemented a concerted action with and on Mps," with the Ministry of the Economy playing a role, to acquire "a dominant influence" over Mediobanca and Generali. In this layering of exposures, Mediobanca also indicated a 'hidden pact extended' to the Enpam and Enasarco social security bodies.

After six months of investigations and hearings, the Supervisory Authority instead came to the conclusion on the "extended hidden pact" that "none of the conduct reported by Mediobanca - moreover, not supported by evidentiary evidence of any kind - appeared to be characterised by profiles of potential criticality or alarm" and, ultimately that, 'on the basis of the verification activities carried out, there is no serious, precise and concordant evidence suitable and necessary to ascertain the existence of an action in concert between the shareholders Delfin, Caltagirone and the MEF implemented also through MPS, as well as the consequent existence of an obligation to take over MPS' and Mediobanca. In short, everything that has caused Mps shares to plummet by 14% in the last 10 days due to alleged 'market rigging' and 'obstruction of the supervisory authority', resulting from an alleged hidden pact between the major shareholders, does not exist, according to the results of Consob's supervision. "More specifically, there were no verbal or written agreements, express or tacit, even if invalid or ineffective, between the above-mentioned parties, which represent the prerequisite for the consensual relationship in which the concerted action is based; nor does the existence of such agreements appear to be inferable by way of circumstantial evidence, through the use of factual elements, such as the observation of aligned conduct on the part" of Milleri, Caltagirone and Mps.

Consob therefore explains that the conduct of Delfin and Caltagirone, "although aligned, does not appear to be sufficient to detect only a line of concerted action with the specific aim of controlling Mediobanca and Generali, through the Mediobanca takeover bid, as conduct that is also consistent with the pursuit of economic interests specific to each of those shareholders, autonomous and different from the will to acquire and jointly manage control" of Mediobanca and Generali. And a proof, the document explains, lies in the fact that the plan for the conquest of Mediobanca precedes by more than two years the arrival of the large private shareholders in the capital of Mps: the score of the acquisition, in other words, was already written by the ceo of Siena Luigi Lovaglio before the arrival of the 'alleged concert players'. In fact, Consob points out that the "documentation acquired" shows how "an operation to integrate Mps with Mediobanca was mentioned among the various hypotheses for the development of Mps taken into consideration by CEO Lovaglio as early as the end of 2022, thus having to exclude upstream the traceability of this operational option exclusively to a pre-existing agreement between the parties aimed at having Delfin and Caltagirone acquire a dominant influence over Mediobanca-Generali through Mps as claimed by Mediobanca's complaints". The success of the Ops, with adhesions at 86%, shows, moreover, how the operation was supported by the market more than by the major shareholders. So much so that the Consob report emphasises that the acquisition of Mediobanca 'would have been effectively developable and feasible even in the absence of the shareholder reorganisation of Mps (the entry of Delfin, Caltagirone and BancoBpm into the capital, ed.)'.

What's more, underlines the Guarantor, the Treasury in November 2024, before the irruption in the banking risiko of the banker Andrea Orcel and his UniCredit, had in mind an entirely different project for its investee: the third pole was to give birth to Mps BancoBpm, not Mps Mediobanca: consob writes, "The reconstructions offered by CEO Lovaglio about the initial setting aside of that option (the acquisition of Mediobanca, ed.) in favour of the other proposed operation, i.e. the possible integration with Banco Bpm, considered preferable by the shareholder Mef, at the time the controlling shareholder of Mps, and considered as a priority option even at the time of the launch of Abb (the accelerated placement), appear to be similar and consistent with the market context; as well as regarding the subsequent reconsideration of the same when, following the launch by UniCredit of the Ops on Bpm at the end of November 2024, the conditions for the realisation of a transaction with Banco Bpm ceased to exist, making it practically obligatory, in that context, to pursue the only possible alternative option, namely the integration with Mediobanca". In short, it was only at the end of 2024, and at the start of an unprecedented run of banking M&A in Italy, that the industrial operation on Mediobanca took shape in Siena; the integration, already envisaged in 2022 by top manager Lovaglio, at the time when the Treasury placed 15% of Mps on 13 November, was no longer the main option. "Compatible with this reconstruction," explains the Opa e assetti proprietari office in the document, "is also the timing followed by Mps, partly conditioned by the move by UniCredit, which accelerated the need, in a context of probable announcements of other competitive offers, to take the initiative first, launching the Ops on Mediobanca shares. In other words, Mps had to move quickly by dusting off its other options and calling Jp Morgan in December 2024 because, having closed the road to integration with Banco Bpm at Orcel, Siena felt the risk of arriving late at Piazzetta Cuccia as well.