Financial items

Mediobanca, Caltagirone calls for postponement of the shareholders' meeting

The businessman, a Piazzetta Cuccia shareholder, urges the board to postpone the meeting called for 16 June: "Absolute incompleteness of the information on the offer for Banca Generali".

3 June 2025

Assemblea Ordinaria degli Azionisti Caltagirone Spa. Nella foto: Francesco Gaetano Caltagirone

2' min read

The Caltagirone group, a shareholder through the company VM 2006, urges Mediobanca's board of directors 'to propose to the shareholders' meeting convened on 16 June that it resolve to postpone the meeting' until such time as the partnership agreements between Generali, Banca Generali and Mediobanca are defined. In this way, 'it will also be possible to avoid any dispute regarding the conflict of interest that characterises the current actions of Mediobanca's board of directors and allow shareholders a coherent and considered evaluation of their own interest as investors'.

This was written by the Caltagirone Group in a note after the board of directors of VM 2006 Srl of the Caltagirone Group examined the document relating to Mediobanca's takeover bid for Banca Generali, noting "the absolute incompleteness of the information available to date and the current indeterminacy, including economic, of the structural elements of the Offer".

'The company VM 2006 Srl,' the note continues, 'will turn to Consob to ensure that full, complete and timely information is provided to the market, including on the effects of the proposed resolution.

Challenges

The company of the Caltagirone group points out that "the economic and negotiating content of the long-term strategic-industrial partnership agreements in the sectors of banqueassurance, asset management and insure-banking, which should be concluded between the Mediobanca Group, Assicurazioni Generali and Banca Generali, is neither available nor known, since such agreements are an essential element of the Offer and indispensable for the continuation of Banca Generali's promoters".

The contract between Mediobanca, Banca Generali and Generali, according to the group, is instead "indispensable for the feasibility of the transaction". In fact, the contract must "regulate the relations between Generali and Banca Generali for the continuation of the collaboration between the two companies, determining the obligations, guarantees and remedies so that the two companies' income possibilities remain unaltered. The absence of such a contract may cause disconcertment among promoters also because of the effect of the loss of the Generali brand, promoters who at present do not know whether the company will be controlled by Generali, Mediobanca or Mps, which have three different strategies'.

In the absence of such informative and economic elements, is the conclusion of the Caltagirone group, 'the same resolution of art. 104 TUF appears completely ineffective and configures a 'blank' delegation to Mediobanca's board of directors, a delegation for which an explicit statutory provision would instead be required'.