Banking risk

Mediobanca withdraws its offer on Banca Generali

The shareholders' meeting did not achieve a sufficient majority to authorise the board to proceed with the takeover bid on the Lion's private banking subsidiary

by Antonella Olivieri

2' min read

2' min read

Mediobanca's last chance to launch an offer on Banca Generali before Montepaschi's takeover bid on the Piazzetta Cuccia bank closes (the takeover on Wednesday stood at 19.42%) was missed. The proposal was to exchange 1.7 Generali shares for each Banca Generali share, liquidating the entire 13.2% stake held in the Trieste-based company. The shareholders' meeting, obligatory for the passivity rule, which was held this morning behind closed doors using the method of the designated representative (lawyer Dario Trevisan), did not achieve the majority of consensus required to pass the authorisation for the board to manage the offer on the Lion's private banking subsidiary, an offer that has now been officially declared void by Mediobanca. With 'virtually' 78% of the capital present, 35% voted in favour - 25% institutional investors and 10% private individuals - while substantially only the Caltagirone group voted against with around 10% of the capital. Shifting the balance towards the no side, however, were the abstainers who, with Delfin (almost 20%), pension funds (5%), Edizione-Benetton (2%), UniCredit (about 2%) and some institutional investors (Amundi, Anima, Tages), accounted for about 32% of the capital.

The shareholders' meeting for the takeover bid on Banca Generali announced in the spring had already been scheduled for 16 June, but was then cancelled and postponed to 25 September: by measure, but already on that occasion, the count, considering the abstentions that counted as a non-assent, would have been unfavourable to Mediobanca. The ECB then authorised the transaction on 18 August, and it was therefore necessary to bring forward the meeting, since the prospectus should have been published within the following five days.

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Now only Montepaschi's takeover bid on Mediobanca remains standing, which, barring any extensions, is expected to close on 8 September. However, the market expects a relaunch since the exchange offer is still at a discount.

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