Armored the generals with a stable management, Mediobanca turns to the future in Lancia a public offer of voluntary exchange on all ordinary actions of Banca Generaliproviding for a consideration in general insurance actions in the Mediobanca portfolio.
The operation involves for Mediobanca the sale of participation in Generali and the simultaneous investment in Banca Generali for 6.3 billion. The combination – explains Piazzetta Cuccia – will lead to the creation of a leader in the European Wealth Management marketdistinctive for positioning, brand, quality of human capital.
Mediobanca leader in Wealth Management
The operation gives a strong acceleration toExecution of the “One Brand – One Culture” plantransforming the Mediobanca Group into a leader in the Wealth Management for operating assets (210 billion euros Total Financial Asset), revenues (2 billion euros), growth capacity (over 15 billion new annual masses).
Wealth Management it becomes the prevailing businessas well as a priority, of the Mediobanca Group: doubled revenues 2 billion (45% of consolidated revenues), Quadruplicate net profit to 0.8 billion (50% of the group profit).
The operation and the consideration
The OPS as mentioned is liquidable with general insurance actions Already in a wallet of Mediobanca. The offer is conditioned, among other things, to the approval of the Ordinary Assembly of Mediobanca, to the obtaining of a Minimum acceptance of 50%+1 actionto obtain the related regulatory authorizations to improve the agreements of collaboration with Generali and Banca Generali and to the assumption by Generali of a commitment on his own shares received in the head of Lock-up for twelve months starting from the improvement of the offer.
For the offer there is a Cenformation ratio of 1.70 general shares for each Banca Generali action Former dividend. The concambium report is set on the prices of April 25, 2025. The general shares at the service of the operation will reveal from the Mediobanca portfolio.
The offer therefore entails an implicit fee of offer of 54.17 euros per share, with a Award equal to 11.4% compared to the UNDISTURBED prices of 25 April 20259.3% on the basis of the average weighted price for volumes (VWAP) of the last month, April 25, 2025 and 6.5% on the basis of the average weighted price for the volumes (VWAP) of the last 3 months, to April 25, 2025.
The execution of the exchange offer is expected to be completed by October 2025, with full integration within approximately the following 12 months and with most of the synergies implemented within 24 months.
Synergies were expected for 300 million
From the operation are expected synergies for 300 million euros, 50% of costs (150 million between administrative expenses and HR costs), 28% from revenues (85 million), 22% of funding (65 million).
Significant Value creation For the shareholders of Mediobanca: Root from 14% to over 20%; net profit consolidated at 1.5 billion, growing by 15%; Positive effect on EPS Growing up from “Mid Single Digit Reported Eps” to “Double Digit Banking EPS”; CET1 expected at 14%.
Confirmed the Cumulative distribution of 4 billion on the 23-26 planconsistent with a 22% cumulated yield in the next 18 months.
