MPS: B.Generali’s public offering structured solely by senior management; shareholders and Leone were not involved

Documents made available to the board of directors and the committee prior to meetings

(Il Sole 24 Ore Radiocor) - In drawing up the terms and conditions of MPS’s public offer for Banca Generali, ‘neither MPS’s major shareholders nor Assicurazioni Generali were involved, as the

‘The structuring of the transaction was carried out exclusively by MPS management acting entirely independently, without any prior negotiations’. This was noted by Rocca Salimbeni’s related-party committee, which on 20 August, during ‘a lengthy suspension of board proceedings’, gave the green light to the transaction, with only director Nicola Maione abstaining. The committee also established that the offer ‘does not involve the granting of any special advantages to the parties identified as related parties under the MPS regulations’, namely Delfin, Caltagirone and Generali, ‘as the offer is made on equal terms to all shareholders of Banca Generali’. The transaction, as stated in the information document, “being a voluntary public offer, did not, by its very nature, involve any negotiations whatsoever, as its specific and distinctive elements were devised by the bank’s senior management in complete autonomy”. The committee therefore explains that ‘prior to the meetings of the board of directors and the committee’ on 20 August, ‘MPS management provided all available documentation, which was presented in detail by the chief executive officer’

during the board meeting, drawn up with the assistance of legal and financial advisers supporting the activities of the board of directors and made available to the committee, with the aim of enabling them to

bodies to analyse and assess the key terms and conditions of the transaction as a whole, and the timetable