Banca Monte dei Paschi di Siena has decided to relaunch the Mediobanca Opes. The board of the Bank of Luigi Lovaglio met to deliberate whether to play attack and aim, inserting a cash component, to its offer, giving a further thrust to adhesions, already close to the minimum threshold of 35%.
The decision of the Board of Directors
The MPS board resolved to increase the fee of the offer for Mediobanca with a cash component of 0.9 euros per share. Instead, the renunciation of the 66.67% threshold condition was announced to which the effectiveness of the offer for Mediobanca was subordinated. Instead, the indispensable threshold of 35%confirmed.
Relaunch signal of attention to the market
MPS board has made it known that it is “firmly convinced that the increase in the consideration represents a further and concrete testimony of the industrial value of the operation and the attention of the offerer against the market, with the aim of maximizing adhesions to the offer and accelerating the creation of value”.
As a result of the re -launch in cash, which will cost MPS approximately 750 million euros, the enhancement of Mediobanca shares rises to 20.776 euros, equal to the sum of the consideration in shares of 19,876 euros – on the basis of the enhancement of MPS shares on 29 August – and the cash consideration of 0.9 euros. The retouching of the OPS, which turns into opas, in fact zero the discount to which the offer of the mountain on the stock exchange in the last sessions dealt.
Returning at the time of the launch of the offer, last January, thanks to the relaunch, the Mediobanca shares are enhanced 16.334 euros each, on the basis of the value of the MPS title on 23 January last and net of the dividend paid by Mount in May, with an 11.4% premium compared to the market value of Mediobanca on 23 January (15,227 euros). The overall implicit ‘implicit of the offer, calculated at the time of launch, thus rises to 13.5 billion euros, of which 12.8 billion as initial consideration in shares and approximately 0.75 billion as a cash fee.
Financial targets confirmed
The Board of Directors confirmed that MPS’s financial objectives remain unchanged, aimed at maintaining a strong patrimonial solidity and a policy of dividends at the highest levels in the sector, in the belief that the commitment and expected results will be appreciated by all stakeholders. In particular, also considering the cash fee equal to € 0.90, MPS confirms that it maintains a solid capital base (Common Equity Tier 1 pro-form equal to about 16% at the completion of the operation) and a policy of sustainable dividends over time with a pay-out ratio up to 100% of the profit, supported by high profitability, also thanks to estimated synergies for approximately € 0.7 billion per year before taxes, and acceleration in the use of the DTAs.
Yes by Caltagirone to the offer
The listed companies of the Roman group – Caltagirone and Caltagirone Editore – have made it known to have found “The convenience and substantial correctness” of the offer of the mountain for the purposes of the adhesion of the subsidiaries that hold Mediobanca actions.
The Board of Directors “examined in advance, in a voluntary and prudential basis”, the possible membership by some subsidiaries of Mediobanca shares to the public exchange offer launched by Banca Monte dei Paschi “in line with the provisions of the company procedure on operations with related parties” to whose principals said operation was subjected. As a result of the investigation carried out also “with the help of an independent expert”, the board of directors completed its exam “considering the convenience and substantial correctness of the relative conditions, all autonomous evaluation and determination that can be adopted by the controlled holders of the aforementioned participations in Mediobanca”.
The deadlines
MPS confirms that the offer for Mediobanca will end on September 8th even after the decision of a cash relay. “Remember – reads the note – that the adhesion period will end at 17:30 on Monday 8 September 2025”. The mountain has already foreseen a period of reopening five days, between 16 and 22 September. Finally, the bank recalls that those who have already joined the offer will also benefit from the retouching.
