お知らせ • Sep 24
Banca Monte dei Paschi di Siena S.p.A. (BIT:BMPS) completed the acquisition of Mediobanca Banca di Credito Finanziario S.p.A. (BIT:MB) from shareholders for €14.8 billion.
Banca Monte dei Paschi di Siena S.p.A. (BIT:BMPS) launched a voluntary public exchange offer to acquire Mediobanca Banca di Credito Finanziario S.p.A. (BIT:MB) from shareholders for €17 billion on January 24, 2025. The exchange ratio has been set at 2.3 newly issued shares of MPS for each existing share of Mediobanca, implying an offer price at €15.992 per share and a premium of 5.03%, based on official prices as of January 23, 2025. As of May 20, 2025, the initial exchange ratio of the offer equal to 2.300 Banca Monte dei Paschi di Siena shares for each Mediobanca share is now adjusted to take into account the dividend ex-dividend, going to 2.533 Banca Monte dei Paschi di Siena shares for each Piazzetta Cuccia share contributed. As of September 2, 2025, Banca Monte dei Paschi will issue a 2.533 newly issued BMPS Shares for each share and an additional cash of €0.90 for each Mediobanca share tendered. Overall Consideration represents a monetary value equal to €16.334 for each Mediobanca’s share. The success of the Offer will enable an acceleration of the usage of MPS’s DTA, with a net present value benefit for Mediobanca’s tendering shareholders of €1.2 billion, or c. 10% of Mediobanca’s current market capitalization. The new Group will benefit from a broad offer of financial products and services, and from an enhanced investment capacity, thanks to a synergistic banking model which will leverage the specific strengths and expertise of the two organizations, as well as their pools of exceptional talent. The transaction will unlock the full value of MPS’ loss carry forward DTA, leveraging the higher combined taxable income. The new Group will be indeed able to accelerate the usage of €2.9 billion DTA over the next six years, or c. €0.5 billion per year, generating a material benefit capital wise. Significant benefits are envisaged for both sets of shareholders, particularly in terms of sustainable and growing DPS such as Double-digit accretion on adjusted EPS, Organic capital generation above net income, allowing for growing DPS, with an up to 100% payout ratio of net income, while preserving a strong capital.
The Offer remains subject to the receipt of the relevant regulatory authorizations, to the approval of the proposal of Delegation for the Capital Increase Reserved to the Offer by the shareholders' meeting of the Offeror and of the Offer Document by Consob upon completion of the relevant preliminary investigation, that Prior Authorizations are issued without any requirements, conditions or limitations, the competent antitrust authorities approve, without conditions, limitations and prescriptions, which will be set out further in the Offer Document. The Board of Directors of Mediobanca finds that the Offer is devoid of industrial and financial rationale and is therefore destructive for Mediobanca. The Offer has not been agreed and is to be considered contrary to the interests of Mediobanca. As of January 28, 2025, the takeover bid was "hostile" and "value-destroying". As of January 28, 2025, Mediobanca Banca di Credito Finanziario has rejected Banca Monte dei Paschi di Siena takeover bid due to inadequate offer. The Offer is expected to be completed by the third quarter of 2025. As per Disclosure filed on January 24, 2025 The Offer acceptance period - which, pursuant to Article 40, paragraph 2, let. b), of the Issuers' Regulation, will be agreed with Borsa Italiana and will last between a minimum of 15 and a maximum of 40 trading days, unless extended - will commence after the Publication Date of the Offer Document and the Exemption Document, in accordance with the provisions of law. As of April 8, 2025, the deal has been approved by European Central Bank. As of April 14, 2025, Italy government have given approval for the transaction. As of April 15, 2025, Cariplo Foundation announced that it will vote in shareholders meeting in respect to takeover bid of Mediobanca Banca which is scheduled to occur on April 17, 2025. As of April 17, 2025, shareholders of Banca Monte dei Paschi approved the granting to the board of directors of delegation of power for the €13 billion capital increase that will be used to launch the Ops on Piazzetta Cuccia, reserved to the voluntary public exchange offer on all ordinary shares of Mediobanca Banca di Credito i.e., 86.48% of the capital present voted in favor, about 20 percentage points more than would have been necessary in the face of a turnout in line with forecasts (73.5%). This recapitalization is expected to be completed in several tranches by the end of the year, while the public exchange offer is expected to close between June and July 2026. As of June 25, 2025 Banca Monte dei Paschi di Siena Spa has received approval from the European Central Bank (ECB) to acquire control of Mediobanca Spa and its subsidiaries. The Banca Monte dei Paschi di Siena Spa Board of Directors is scheduled to meet on June 26 to discuss the capital increase approved in April. This meeting will be pivotal in exercising the delegation related to the capital increase. As of June 26, 2025 Banca Monte dei Paschi di Siena resolved to increase its share capital by issuing 2,230,000,000 ordinary shares, totaling approximately €13.19 billion plus share premium. As of July 2, 2025, The transaction has been approved by the Commissione Nazionale per le Societa e la Borsa (Italian Competition Authority). Banca Monte dei Paschi di Siena has received unconditional antitrust approval from the Italian Competition and Market Authority for the acquisition of control over MEDIOBANCA - Banca di Credito Finanziario S.p.A. This fulfills the Antitrust Condition, ahead of the deadline specified in the communication dated January 24, 2025. The approval is a key milestone in the voluntary public exchange offer process. The Acceptance Period for the Offer is set from July 14, 2025 to September 8, 2025 spanning 40 trading days, with payment scheduled for September 15, 2025. If conditions are met, the Acceptance Period may reopen for five trading days from 16 to September 22, 2025, with payment on September 20, 2025. As of July 8, 2025, The board of Italian lender Mediobanca SpA will meet on to assess the hostile takeoverbid from its local rival Monte dei Paschi di Siena. As of July 11, 2025, the board of directors of Italian investment bank Mediobanca on Friday again deemed the offer from its rival Monte dei Paschi di Siena "hostile," calling the price offered by MPS "inadequate and totally inadequate. As of September 2, 2025, The Offeror hereby announces the waiver of the Threshold Condition and will therefore purchase all the Shares Subject to the Offer tendered in acceptance of the Offer, regardless the fact that the number of Shares Subject to the Offer is less than 66.67% of the voting rights exercisable at the Issuer’s shareholders’ meetings. As of September 3, 2025 the Minimum Threshold Condition has been met. Except as specified below with regard to the Conditions of Effectiveness, the Offeror will be required to acquire all Mediobanca shares tendered in acceptance of the Offer and to proceed with the Reopening of the Acceptance Period. As of September 8, 2025, total acceptances of the Offer for Mediobanca shares reached 62.3%, with 506,633,074 shares tendered, and the Acceptance Period will be reopened for five Trading Days from September 16 to September 22, 2025.
The Offeror has been assisted by J.P. Morgan Securities plc and UBS Europe SE as financial advisors, and by Gianni & Origoni and White & Case as legal counsels. PricewaterhouseCoopers S.p.A., was appointed as auditor to the Offeror's capital increase. Centerview Partners LLC acted as a financial advisor and Georgeson S.r.l. is the information agent to Mediobanca Banca di Credito Finanziario S.p.A.
Banca Monte dei Paschi di Siena S.p.A. (BIT:BMPS) completed the acquisition of Mediobanca Banca di Credito Finanziario S.p.A. (BIT:MB) from shareholders for €14.8 billion on September 22, 2025. It should be noted that, based on the above results, the conditions for the Delisting of the Issuer’s shares pursuant to Articles 108, paragraphs 1 and 2 of the TUF and/or 111, paragraph 1, of the TUF have not been met, and therefore the shares of Mediobanca will continue to be traded on Euronext Milan. The final results of the Reopening of the Acceptance Period will be announced in the Communication on the Final Results of the Reopening of the Acceptance Period on September 26, 2025. The payment of the Overall Consideration will be made on the Payment Date of the Reopening of the Acceptance Period September 29, 2025, following the end of the period of the Reopening of the Acceptance Period, against the transfer to the Offeror of ownership of the Mediobanca shares, free from any encumbrances or liens of any kind, whether real, contractual or personal.
