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MPS Exchange Offer Aims for Mediobanca Control as Caltagirone Denies Nagel’s Allegations

The hostile exchange offer moves toward its September 8 deadline after MPS’s CEO vowed to surpass 66 percent, prompting a major shareholder to issue a formal rebuttal of Mediobanca’s executive remarks.

Overview

  • MPS anchored its hostile exchange offer on a minimum 35 percent acceptance threshold to secure de facto control of Mediobanca even if it falls short of the 66 percent goal.
  • Luigi Lovaglio’s roadshow in London and New York elicited positive feedback from institutional shareholders and shifted investor focus to governance plans after the offer closes.
  • Mediobanca’s board has officially rejected the bid, warning that the 35 percent threshold would not ensure effective control and would erode shareholder value by about €665 million.
  • Francesco Gaetano Caltagirone’s group issued a formal statement refuting two of Alberto Nagel’s assertions about share acquisitions and pricing during MPS’s recent capital increases.
  • Lovaglio reaffirmed his intention to appoint a new international CEO if the takeover succeeds and emphasized that major backers Delfin and Caltagirone have not interfered in management decisions.