Overview

• Mediobanca’s assembly voted down the Banca Generali exchange plan with about 35% in favor and roughly 42% against or abstaining on 77.9% turnout, and the board declared the offer lapsed.
• MPS’s hostile exchange offer for Mediobanca remains open with around 19.4% acceptances and targets a minimum 35% threshold for de facto control by the Sept. 8 close.
• Key blocs proved decisive: Caltagirone’s group cast roughly 10% in no votes, while abstentions counted against included Delfin’s near‑20% plus pension funds (≈5%), Edizione (≈2%) and UniCredit (≈2%).
• Delfin has committed its roughly 19.8% Mediobanca stake to the MPS bid and holds ECB authorization to increase its MPS stake up to 19.9%.
• CEO Alberto Nagel called the outcome an “opportunity missed” and cited shareholder conflicts of interest, as leadership changes at Mediobanca become more likely should the MPS offer succeed.