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Mps Secures 86.33% of Mediobanca as Offer Closes

By crossing two‑thirds, Mps gains the votes to reshape Mediobanca’s governance, with its board slate due by October 3.

Overview

  • Borsa Italiana confirmed the final tally at 86.33% after the offer’s five‑day reopening added about 24 percentage points to the initial 62.3% acceptance.
  • Exceeding the two‑thirds threshold lets Mps control the extraordinary shareholders’ meeting, enabling a merger vote and potential delisting, though delisting is not automatic under Borsa Italiana rules.
  • Mps is evaluating options that include keeping Mediobanca listed by restoring market float through share sales, accelerated bookbuilding or a reserved capital increase.
  • Mediobanca’s board has resigned effective at the October 28 shareholders’ meeting, and Mps is preparing a slate of directors to file by October 3 with Korn Ferry advising.
  • Major holders’ stakes in the enlarged Mps include roughly 18% for Delfin, 11% for the Caltagirone group, 5% for the Treasury and 2% for Banco BPM, while senior executives Alberto Nagel, Renato Pagliaro and Francesco Saverio Vinci tendered significant shares into the offer.