The boards of directors of Banca Monte dei Paschi di Siena and of Mediobanca have approved the merger project for the incorporation of Mediobanca into MPS, providing the market with key details to proceed with the full integration of Piazzetta Cuccia into the Sienese banking group.
Mediobanca shareholders will receive 2,450 MPS shares for each share held. The determination of the exchange ratio takes into account the distribution of dividends relating to the financial year up to 31 December 2025 disclosed by the two banks and is not subject to adjustments or cash adjustments.
Considering yesterday’s closing prices (MPS at 7.394 euros, Mediobanca at 16.16 euros), the premium is 12% with a valuation of Mediobanca shares at 18.1 euros per share.
The reorganization
The merger is part of a broader reorganization project which also includes: the assignment of corporate & investment banking and private banking activities serving high-end customers to an unlisted company 100% owned by BMPS, which will take the name of Mediobanca, thus preserving a high-value brand. In this context, the shareholding in Generali will also be transferred to the new Mediobanca; and, as its further qualifying element, the industrial integration of the networks of financial advisors and the retail and affluent wealth management activities of Mediobanca Premier and Banca Widiba (which will take on a new company name which will also include the Mediobanca brand).
The merger is consistent with the guidelines of the 2026-2030 Industrial Plan approved by MPS in February and, together with the reorganization operations, will allow full implementation of the pursuit of the industrial and financial objectives and industrial synergies, equal to approximately 0.7 billion euros, envisaged by the plan and already communicated by MPS in order to maximize the creation of value for the benefit of all shareholders.
The expected benefits
In this context, as a result of the merger and on the assumption of the implementation of the reorganization operations, in addition to the achievement of the objectives set out above, Mediobanca shareholders will also be able to benefit from: a more liquid share (MPS), with consequent greater ease of trading of the shares; of the remuneration policy announced by MPS (with an expected payout of 100%); of further possible benefits associated with the use of excess capital, should it be allocated to further distributions to shareholders or used to support the growth of the group; of the possibility of participating directly in the broader project to enhance the MPS group envisaged by the new plan. Furthermore, thanks to the merger, Mediobanca shareholders will be able to benefit from the realization of the synergies deriving from the integration and from the acceleration in the use of Deferred Tax Assets, thus participating in the significant creation of value and growth profile of the profit and dividend per share resulting from the integration.
The new shareholding structure
Assuming that the current ownership structure of MPS and Mediobanca remains unchanged between today’s date and the effective date of the merger, taking into account the exchange ratio, following the merger the share capital structure of MPS will be as follows: Delfin (the holding company of the Del Vecchio family) at 16.1%, Gruppo Caltagirone at 9.4%, BlackRock at 4.6%, MEF at 4.5%, BPM desk at 3.4%, free float at 62%.
The dividend
The board of directors of Banca Monte dei Paschi di Siena also approved the draft financial statements as of 31 December 2025, confirming the preliminary results already announced to the market on 10 February. The board resolved to propose to the next meeting on 15 April the distribution of a cash dividend per share of 0.86 euros, gross of withholdings required by law, for a total amount of approximately 2,613 million euros. The distribution will take place with a coupon detachment date of May 18, 2026 (ex date), payment legitimation date of May 19, 2026 (record date) and payment date of May 20, 2026 (payment date).
