Overview

• The offer becomes a cash‑and‑share OPAS at an implied €16.334 per Mediobanca share, valuing the deal at about €13.5 billion with €0.90 cash plus 2.533 new MPS shares per share tendered.
• MPS removed the 66.7% condition and kept a 35% minimum, with reported acceptances around 28–30% after the top‑up; the offer closes 8 September with a 16–22 September reopening window.
• Management targets ownership above 50% to consolidate Mediobanca and accelerate use of roughly €2.9 billion in DTAs, a benefit estimated near €500 million per year versus slower use below that level.
• The ECB will scrutinize the outcome, requiring a de facto control report or an industrial plan within three months if MPS ends below 50%, while Mediobanca’s board, which has rejected the bid twice, will meet again to assess the relaunch.
• MPS projects a pro‑forma CET1 ratio near 16% and maintains a payout policy up to 100% of profit, cites about €0.7 billion in annual pre‑tax synergies, and saw cautious market moves as both stocks fell on the announcement.