M&A

Mps gains control of Mediobanca: 62.3 per cent ownership

Ft reports CEO Nagel ready to resign along with the board on 18 September

by Luca Davi

Banca Monte dei Paschi di Siena, la sede di Piazza Salimbeni, a Siena

2' min read

2' min read

Monte dei Paschi di Siena has scored the most important blow in its recent history: the public purchase and exchange offer launched on Mediobanca has been accepted by 62.29% of the capital, thus surpassing the decisive threshold of 50% and giving Siena control of the historic Milanese merchant bank. According to rumours reported by the Financial Times, Mediobanca CEO Alberto Nagel has now decided to resign along with the rest of the board.

For the institute led by Luigi Lovaglio, today, on the last day of the Ops, is a crucial step: Mps is no longer only the first shareholder but becomes the real dominus of Piazzetta Cuccia. Indeed, exceeding 50% allows Mps to armour its governance and, above all, to use the Dta (deferred tax assets), the deferred tax credits that will have a direct and positive impact on the group's consolidated balance sheet. And now, by taking control of Mediobanca, Mps also automatically becomes Generali's largest shareholder.

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Next steps

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Moreover, after the formal closing of the offer today, 8 September, the period of reopening of the terms will start between 16 and 22 September: a window that could further consolidate Siena's position. And that is where it will become clear whether the 66.7% share of capital will be reached, a threshold that would pave the way for a full merger between the two institutions, thus enabling the full deployment of the expected synergies.

The weight of big partners

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Decisive for the success of the takeover bid was the support from the major shareholders: Delfin and the Caltagirone group, together owning almost 30% of Mediobanca's capital, were the first to sign up in full, thus leading the way. They were gradually joined by institutional investors and international funds: from the Doris family to Fidelity, from Enpam to Anima to Tages, who pushed adhesions well beyond the 50% threshold. In Monday's session alone, subscriptions jumped 16%, from 46% to 62%. Decisive was the work of CEO Luigi Lovaglio, who in recent months has intensified contacts with large Italian and foreign managers. In addition to a gradual disintegration of the old consultation pact, now reduced to marginal percentages.

The 'joker' of the cash raise

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The success of the takeover bid was boosted by the move of the Mps board, chaired by Nicola Maione, which in recent weeks had revised the terms upwards by adding EUR 0.9 cash per Mediobanca share, putting an additional EUR 750m on the table. Together with the exchange of 2.533 Mps shares for each Mediobanca share, the offer valued each share at around EUR 16.3, a premium of 11.4% over the official January price.

Alberto Nagel's step back

The success of the Mps Opas obviously changes the balance within Piazzetta Cuccia. Inevitably, therefore, Alberto Nagel and the entire board of Mediobanca, which would be ready to resign as early as next week. The Financial Times confirms this, confirming rumours already circulating in recent weeks. Three people close to the dossier, according to the British newspaper, said that the entire board of directors of Piazzetta Cuccia plans to step down during a meeting scheduled for 18 September. The farewell will be postponed until the appointment of new management. In recent days, Mediobanca's board had also rejected Mps's own reworking of the offer.

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