Overview

• Mps’s offer only becomes effective if holders of at least 35% of Mediobanca’s voting rights participate, a non-waivable condition for the bid.
• The bank says a 35–50% stake delivers de facto control and allows planned cost synergies and strategic initiatives to proceed despite potential implementation delays.
• Deferred tax asset benefits will be realized at €300 million per year until 2036 under sub-50% control, compared with €500 million annually if full consolidation is reached.
• The share-swap offer opens July 14 for 40 trading days and awaits Mediobanca’s expected opposition followed by decisive shareholder votes.
• Major investors including Delfin and Caltagirone are poised to support the swap, boosting Mps’s prospects of meeting its minimum participation target.