Banks

Mediobanca takeover: Caltagirone, Milleri and Lovaglio under investigation

Investigation by the Milan Public Prosecutor's Office into the takeover of Mediobanca by Mps. Hypotheses of market rigging and obstruction of the Supervisory Authorities

by Marigia Mangano

Monte dei Paschi di Siena (Imagoeconomica) e Mediobanca (Agf)

3' min read

Translated by AI
Versione italiana

Key points

  • The investigation by the Milan Public Prosecutor's Office
  • From the placement of the Government's share to the Opas
  • Mps share down on the stock exchange

3' min read

Translated by AI
Versione italiana

Entrepreneur Francesco Gaetano Caltagirone, Luxottica chairman Francesco Milleri and Monte dei Paschi di Siena CEO Luigi Lovaglio are under investigation by the Milan public prosecutor's office for alleged offences of 'market rigging' and 'obstructing the supervisory authorities' as part of the enquiry into the takeover of Mediobanca by Mps.

The investigation

The investigation, anticipated by Il Corriere della Sera, focuses on an alleged agreement in connection with the public exchange offer that led the Siena-based institution to acquire the majority of Mediobanca. The Caltagirone group and Delfin, as legal entities, are being investigated by the economic pool of deputy prosecutor Roberto Pellicano under law 231 of 2001 on the administrative liability of entities for offences committed by top management in the interest of the company.

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No comment from Delfin and the Caltagirone group.

The hypothesis of a hidden pact

In detail, according to the investigators, the suspects allegedly agreed to the €13.5 billion 'public exchange offer' (accepted on the stock exchange by 62% of adhesions) with which Monte dei Paschi di Siena, of which the government was the largest shareholder, between January and October 2025 gained control of Mediobanca, itself the largest shareholder with 13.2% of Generali, in which the same groups headed by Caltagirone and Milleri already held significant stakes.

The Roman entrepreneur, according to press reports, is accused by the investigations of the public prosecutors Luca Gaglio and Giovanni Polizzi, developed by the Nucleo di Polizia Valutaria of the Guardia di Finanza, of having concealed from the market the concert between his own group and Delfin led by Francesco Milleri, which holds 17.5 % in Mps, 10 % in Generali and 2.7 % in Unicredit.

Decree of search and notice of indictment to Lovaglio

On the afternoon of 27 November, Banca Monte dei Paschi di Siena announced that it had received a search warrant from the Milan Public Prosecutor's Office. In this context, underlines the press release, a notice of indictment was served on Dr Luigi Lovaglio in his capacity as Chief Executive Officer; the offence hypotheses indicated in the document refer to obstruction of supervisory functions and market manipulation. "The Bank is confident that it will be able to provide all the elements to clarify the correctness of its actions and expresses full confidence in the competent Authorities, to which it confirms full cooperation," the statement underlines.

From Mef placement to Opas

The agreement on which investigators are focusing has as its object the takeover of Mediobanca by the Siena-based institution. According to the investigations, this agreement was concealed from Consob, the European Central Bank and Ivass. Not only. The pact would have involved coordinating not only the purchases in 2024 of a quota of Mps shares sold at the end of 2024 by the Ministry of the Treasury, then the largest shareholder in the Sienese bank, but also the purchases of shares in Mediobanca, to the point of violating the regulatory obligation to launch a mandatory takeover bid on the institution then led by Alberto Nagel once the 25% stake in Piazzetta Cuccia had been jointly reached and exceeded.

The Milan Public Prosecutor's Office thus tightens its grip on the banking risiko after ten months of investigation.

The investigation started from a lawsuit filed at the beginning of 2025 by Mediobanca against certain press articles deemed defamatory by Piazzetta Cuccia. From here, the work of the Milanese magistrates has broadened in recent months - with the banking risiko in the background - passing from the modalities with which the last accelerated placement of part of Rocca Salimbeni's capital was carried out (a procedure managed in November 2024 by Akros on behalf of the Mef), to the same takeover of Piazzetta Cuccia, which ended last September.

Mps stock market tumble

Following the disclosure of the ongoing investigation, Mps recorded a significant drop in the stock market, with the share price preroding over 5% during the session, with a low of EUR 8.123. The Mediobanca also fell more than 3%.

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  • Marigia Mangano

    Marigia Manganoinviato

    Luogo: Milano

    Lingue parlate: Italiano, Inglese

    Argomenti: Finanza, automotive, tlc, holding di famiglia, banche e assicurazioni

    Premi: Premio internazionale Amici di Milano per i giovani, 2007, categoria giornalista

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