Monte dei Paschi di Siena (MPS) secures ECB approval for its €14.2B takeover bid of Mediobanca, despite opposition. Deal conditions set, but no minimum investor threshold required. Italian banking consolidation intensifies.
The European Central Bank (ECB) has granted approval to Monte dei Paschi di Siena (MPS) for its proposed acquisition of Mediobanca, a larger Italian financial institution. This decision marks a significant step in the ongoing consolidation within Italy’s banking sector.
MPS, which remains partially state-owned following a 2017 bailout, initiated the takeover bid in January. Under the terms of the offer, investors would receive 23 new MPS shares for every ten Mediobanca shares held, valuing the latter at approximately €14.2 billion based on recent stock prices. Mediobanca’s current market capitalization stands at around €16.7 billion.
The ECB has imposed specific conditions for the deal to proceed, though not in the manner some analysts anticipated. Contrary to expectations of a minimum investor acceptance threshold, no such requirement exists. However, if the acceptance rate falls below 50%, MPS must demonstrate de facto control over Mediobanca or present a clear strategy for managing its acquired stake.
Should the bid secure approval from more than half of Mediobanca’s shareholders, MPS will have six months to submit a detailed integration plan. Mediobanca has consistently opposed the takeover, describing it as strongly destructive of value and detrimental to its business model.
In a defensive move, Mediobanca launched its own bid for Banca Generali in April, offering shareholders an alternative to the MPS proposal. The situation is further complicated by the involvement of the Del Vecchio and Caltagirone families, key Mediobanca stakeholders who acquired MPS shares from the Italian government last November.
Reports suggest the European Commission is scrutinizing the government’s sale of MPS shares, potentially leading to a state aid investigation. Meanwhile, other Italian banks, including Banco BPM and UniCredit, are also navigating merger discussions amid regulatory challenges.
MPS’s board is scheduled to convene on June 26 to finalize the issuance of new shares and secure funding for the proposed acquisition.
