Mediobanca and Mps save themselves in a difficult session and match the exchange rate

(Il Sole 24 Ore Radiocor) - Mediobanca and Monte dei Paschi di Siena saved themselves, in a difficult session (-1% for the Ftse Mib), in the aftermath of the green light of their respective boards of directors to the project to merge the two institutions. The Piazzetta Cuccia share closed the session up 2.13 per cent at EUR16.50, while Mps rose 1.22 per cent to EUR7.48.

In view of the merger, the boards of directors decided on an exchange ratio of 2.45 Mps shares for each Mediobanca share, with the issue of a maximum of approximately 272 million shares. The ratio, underlines a joint note, 'takes into account the distribution of dividends for the 2025 financial year', amounting to EUR 0.86 for Mps and EUR 0.63 for Mediobanca.

Taking coupons into account, the implied premium is just under 2% for Piazzetta Cuccia shares. At the same time, the exchange - it should be remembered - is at a discount to the terms of Mps's takeover bid for Mediobanca last September, when the exchange was 2.533 Mps shares plus €0.90 in cash for each share of the merchant bank. The announced exchange ratio "is slightly higher than the one assumed in our estimates (2.386 ex-dividend)", commented Intermonte's analysts, who also put the accent on the thorny governance issue, still pending.

On 15 April, experts recall, the new board of directors will be elected and the current CEO of Mps, Luigi Lovaglio, does not appear in the list presented by the outgoing board. Rumours in the press speculate that Lovaglio could coagulate the consensus of a minority list with funds and private investors (whose numbers, however, are all to be verified) that could challenge the board of directors' list.

The completion of the merger, according to the two banks' joint announcement, is expected by the end of 2026 and remains subject to the approval of the respective extraordinary shareholders' meetings and the obtaining of regulatory approvals. In communicating the transaction to the market, the institutions confirmed the strategic lines and profitability objectives of the merger. Upon completion of the transaction, the Mps shareholding structure will see Delfin at 16.1%, the Caltagirone group at 9.4%, Blackrock at 4.6%, the Ministry of the Economy at 4.5% and Banco Bpm at 3.4%.