Overview

• Monte dei Paschi converted its bid into a cash-and-share OPAS by adding €0.90 per Mediobanca share, lifting the implied deal value to about €13.5 billion with roughly €750 million in cash.
• Mps waived the prior 66.7% condition and will take all tendered shares once a non‑waivable 35% minimum is met, while publicly targeting more than 50% to consolidate Mediobanca.
• Reported acceptances have surpassed 30%, with stakes from Edizione/Benetton (~2%), Pierluigi Tortora (~1.1%) and Enpam (~2%) disclosed, and the 35% threshold now seen as attainable.
• The offer is due to close on 8 September with a planned re‑opening window from 16 to 22 September, and holders who already tendered will receive the enhanced terms.
• Mediobanca’s board will reconvene this week to assess the revised proposal, and the ECB is expected to scrutinize outcomes below 50%, including requirements to evidence de facto control or file an industrial plan; Mps guides to a pro‑forma CET1 near 16% with an ~80 bps impact.