Overview

• Monte dei Paschi di Siena kicked off its hostile exchange offer on July 14, proposing 2.53 Mps shares for each Mediobanca share at a 4% discount and setting a 35% acceptance threshold (66.7% for full tax credits) by the September 8 deadline.
• Mediobanca’s board, led by CEO Alberto Nagel, formally rejected the bid on July 11 and has mounted a defence that includes an offer for Banca Generali while denouncing the lack of value creation and cost synergies.
• Key backers Delfin and the Caltagirone group have pledged support for Mps’s takeover bid even as the government’s 11% stake in Mps draws scrutiny over potential state influence.
• The Enasarco pension fund’s recent 2.5% acquisition of Mediobanca shares and sales by Monge, Vittoria Assicurazioni, Gavio and Banca Mediolanum are reshaping the share register ahead of the vote.
• With minor shareholders and pension vehicles holding decisive votes, the bid’s outcome will hinge on securing sufficient holdings before the early September cutoff.