Overview

• The European Central Bank approved Mps’s public exchange offer for Mediobanca without capital thresholds, subject to reporting and integration requirements.
• Mps’s board authorized a €13.19 billion capital increase to fund the share-swap offer, and its prospectus has been submitted to Consob for approval.
• The exchange offer is slated to launch around July 14 and could remain open until mid-September, with success hinging on shareholder participation and stock performance.
• Major holders Delfin (19.8%) and Caltagirone (9.9%) are expected to support Mps’s bid, while some investors like Mediolanum may sell their stakes instead of tendering.
• In response, Mediobanca released its 2025–28 plan forecasting 20% revenue growth, a 45% rise in net profit and €4.9 billion in dividends and buybacks, and criticized Mps’s offer as lacking strategic rationale and carrying high execution risks.