MPS: ECB gives the green light to the merger with Mediobanca
The ECB has given the go-ahead to MPS. Frankfurt has authorised the merger with Mediobanca, which may be put to a vote at the general meeting on 29 October alongside the dual public offer for Banca Generali and Banco BPM, and at the same time has cleared the way for the appointment of new members to the Siena board, which since early May has been ‘short’ of two minority directors, Fabrizio Palermo and Carlo Vivaldi – the former having resigned, the latter having been removed from office.
MPS, according to a statement, “announces that it has received authorisation from the European Central Bank regarding the merger by absorption of Mediobanca into Monte dei Paschi and the other corporate reorganisation measures”, accompanied by the go-ahead for the “consequent amendments to the articles of association”.
The supervisory authority, it is understood, has also successfully completed the suitability assessment (fit & proper) of the prospective board members Alessandro Caltagirone and Gianluca Brancadoro, who were the highest-ranking unelected candidates from the opposition, and who may therefore now join the board. Early next week, MPS is expected to hold a board meeting that will restore the board to fifteen members.
The minority’s complaints had centred on the timeframe for replacing outgoing members, including a letter from four councillors to the chair asking for the co-opting process to be speeded up. In response to these accusations, MPS had emphasised that the ball was in the supervisory authority’s court, to which the documents had been sent at the beginning of June.
According to ECB figures, the average time taken to complete the fit and proper assessment is 97 days. Towards the middle of next week MPS is expected to submit the offer documents for Banco BPM and Banca Generali to Consob, having made applications to the various authorities involved, including the ECB, the Bank of Italy, IVASS, the Competition Authority and the government regarding Golden Power’s involvement. The shareholders in Siena are due to vote on these transactions on 29 October – and at this stage are also expected to be asked to vote on the merger with Mediobanca – given that Rocca Salimbeni is subject to the passivity rule as a result of Intesa’s public takeover bid.
