MPS approved a capital increase of over 13 billion euro to launch one OPS on Mediobancaoffering 23 MPS actions every 10 of Piazzetta Cuccia. The official launch of the offer is scheduled for July 14, subject to the green light of Consob on the information prospectus, expected in the next few days.
The operation obtained the green light of IVASS, ECB and, shortly, of the EU antitrust, but remains contested by Mediobanca, which considers it without industrial rationality and full of risks. In response, Mediobanca updated the plan to 2028 by promising 4.9 billion to shareholders and focusing on Banca Generali.
Pending the green light of the EU Antitrustust
MPS has already collected the clearance of IVASS and ECB, while the EU Antitrust Authority remains in suspense, which, however it is not binding for the start of the ops.
Brussels is parallel by examining a complaint that disputes an alleged improper use of state aid On the part of MPS in the sale of 15% in December, an operation in which the Treasury reduced its share in favor of Delfin, Caltagirone and Banco Bpm.
Despite the cornice regulatory largely defined, the most solid obstacle comes directly from Mediobanca, who reiterated his net rejection of the operationjudged
free of industrial and financial rational, destructive of value and with high execution risks.
The board, led by Alberto Nagel, has strongly relaunched the new industrial plan to 2028, which focuses on a robust organic growth: revenues at 4.4 billion (+20% in the three -year period), net profit to 1.9 billion (+45%) and total remunerations for shareholders of 4.9 billion euros in three years, entirely in cash between dividends (4.5 billions) and buyback.
MPS’s goal
On the one hand, MPS tries to transform itself from a commercial bank into integrated banking group aiming at the climb of Piazzetta Cuccia.
On the other hand, Mediobanca defends its model of bank specializedcentered on Investment and Private Banking, with a more conservative but profitable “stand-alone” approach, which also provides for the future combination with Banca Generali by October.
The plan shows Mediobanca’s vision of wanting to follow the “capital-light” model that allows high profitability at low risk.
The CET1 Ratio will remain at 14% even after distributions, thanks to the strong organic capital generation (+280 basic points in the three -year period, according to the new target). To further strengthen the growth trajectory is the expected combination with Banca Generali, whose closure is expected by October 2025.
Summing up, Mediobanca aims to discourage MPS’s adhesion to Opes, strengthening their position on the market and always making more expensive A relaunch by the Sienese bank.
The reaction of the markets
THE marketsat least for now, seem to be rewarded caution: in the MPS stock exchange he has lost the 3,06% in the last session, while Mediobanca only sold it 0.17%.
But the discount on the exchange offer has exceeded 8%, translating into a gap of about 1.38 billion euros, which could force MPS to a relaunch to convince the shareholders.
The offer will last from 15 to 40 days, with a probable term towards the end of August. Mediobanca will have to express herself formally within 5 days of the publication of the prospectus.
Until then, the arm wrestling between Nagel and Lovaglio continues for the control of one of the most strategic actors of the Italian banking system.









