Banks

Mps-Mediobanca, yes to merger by 2026: exchange rate at 2.45

Delfin will have 16.1 per cent and Caltagirone 9.4 per cent - Piazza Affari shares rebound. After 70 years Mediobanca leaves Piazza Affari

I Cda di Mps e Mediobanca varano la fusione entro il 2026

3' min read

Translated by AI
Versione italiana

3' min read

Translated by AI
Versione italiana

Mediobanca prepares to leave Piazza Affari. The boards of directors of Mps and Mediobanca have approved the merger project by incorporation of Piazzetta Cuccia into the Siena-based institution. The exchange rate, reads a note, has been set at 2.45 shares of the Monte for each share of the Milanese institution. The merger project between Mediobanca and Mps will be submitted for approval to the extraordinary shareholders' meetings of both institutions, and the merger is expected to become effective by the end of 2026. This was stated in a joint note by the two banks. After the merger between Mediobanca and Mps the shareholding structure of Monte dei Paschi di Siena which will have to discount the dilutive effect of the operation, will be composed of Delfin at 16.1% of the capital, the Caltagirone Group at 9.4%, Blackrock at 4.6%, the Mef at 4.5%, Banco Bpm at 3.4% and 62% free float. This was stated in a note by the two banks. The merger, which Piazza Affari started betting on, causing the two groups' shares to rise by 5% before the announcement, will release synergies amounting to EUR 700 million

Merger consistent with the plan

The merger of Mediobanca "is consistent with the guidelines of the 2026-2030 business plan approved by Mps in February and, together with the reorganisation operations, will make it possible to fully implement the pursuit of the industrial and financial objectives and industrial synergies, amounting to approximately EUR 0.7 billion, envisaged by the plan and already communicated by Mps in order to maximise value creation to the benefit of all shareholders," underlines a note by Mps at the end of the board meetings that approved the transaction.

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The merger, together with the reorganisation operations, 'aims to create a single integrated banking group, while preserving the identities, brands and areas of excellence of the two institutions and their professional resources'.

The merger by incorporation that will take Piazzetta Cuccia out of Piazza Affari after 70 years has received the prior green light from the committees for related party transactions and will now have to be approved by the extraordinary shareholders' meetings of the two banks.

3% member premium

The ratio, underlines a joint note, "takes into account the distribution of dividends for the 2025 financial year", amounting to EUR 0.86 for Mps and EUR 0.63 for Mediobanca, and therefore incorporates a 3% premium compared to the current stock market valuation (net of the detachment of coupons). The strategic guidelines and profitability targets of the transaction, which the banks expect to be closed by the end of the year, are confirmed.

No right of withdrawal

Mediobanca's shareholders, the press release emphasised, "will not have the right of withdrawal" since with the merger "they will receive in exchange newly issued ordinary shares of Mps that will be listed on Euronext Milan on a par with the ordinary shares of Mediobanca in circulation at the time of their cancellation". Once the transaction is complete, it is planned to "assign the corporate & investment banking and private banking activities serving high-end clients to an unlisted company wholly owned by Mps, which will take the name "Mediobanca spa", thus preserving a brand of very high value with a unique wealth of expertise and synonymous with excellence in advisory services to businesses and individuals". The new Mediobanca spa will also receive the shareholding in Generali. The networks of financial advisors and the retail and affluent wealth management activities of Mediobanca Premier and Banca Widiba (which will be renamed to include the Mediobanca brand) will be integrated.

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