On Monday 14 July the public exchange offer (OPS) launched by the Monte dei Paschi di Siena on Mediobanca. The operation based on an exchange of shares was rejected by the Board of Directors of Mediobanca. In an 118 -page document, summarized in an official press release, the board of directors expressed a highly negative evaluation of the initiative. The operation is defined “hostile and not agreed“And judged” without industrial rational and convenience for the bank shareholders “. According to the board of the Milanese institute, the consideration proposed by MPS would be” not congruous and completely inadequate “, as also indicated by the Faiorss Opinion provided by the Advisor Centerview, Equita and Goldman Sachs.
The critical issues of the offer
The offer provides for an exchange of 2,533 MPS shares For each action Mediobanca. This ratio is 32% discount compared to the average calculated by the Board of Directors, equal to 3.71. At the end of the markets of the previous week, the implicit discount was 3.9%. According to Mediobanca, the integration proposed by MPS would not generate synergies, but on the contrary it would entail “dissinergie” quantifiable in approx 460 million euros. In the absence of a formal fusion, the losses could rise up to 665 million.
The period of membership, agreed with Italian stock exchangewill begin at 8:30 (Italian time) of 14 July 2025 and will end at 17:30 (Italian time) of 8 September 2025 (except for extensions) and, therefore, will be equal to 40 days of open bag. The consideration will be paid to the date of payment, i.e. on September 15, 2025, except for extensions of the adhesion period in accordance with current legislation.
MPS OPS includes a double adhesion threshold: one at 66.67% and one at 35%. Mediobanca underlines how this structure can create “opacity With regard to the real purposes of the offer “. The lowest threshold, in particular, would signal the desire to complete the operation, even in the presence of high risks of value loss.
The role of common shareholders
Another node concerns the presence of the same shareholders relevant in Mps, Mediobanca and Generali, including Delfin and the Caltagirone group. In an offer exclusively in shares, a “interest misalignment“Between these members and the rest of the shareholders, with potentially unbalanced effects on the governance structure. In the event of total adhesion to OPS, Monte dei Paschi would take 100% of the capital of Mediobanca. At the same time the current shareholders of Mediobanca would find themselves controlling about 62% of the capital of Mps despite the intention declared by Siena to acquire the actual control of the Milanese bank.
In the Mediobanca press release it also highlights critical elements on the profile of the Monte dei Paschi, defined as an institute with “a story marked by asset and income fragility”. The market consent, adds the Board of Directors, provides for MPS one of the lowest profitability among the main Italian banks. The operation is therefore considered penalizing for the shareholders of Mediobanca, who would find themselves enduring most of the risks and charges connected to the combination, defined as “lacking in the information level, unnatural and highly destructive of value”.
