공시 • Aug 21
Mediobanca Banca di Credito Finanziario S.p.A. (BIT:MB) cancelled the acquisition of Banca Generali S.p.A. (BIT:BGN) from Alleanza Assicurazioni S.p.A., Generali Italia S.p.A., Generali Vie S.A., Genertel S.p.A. and others.
Mediobanca Banca di Credito Finanziario S.p.A. (BIT:MB) made an offer to acquire Banca Generali S.p.A. (BIT:BGN) from Alleanza Assicurazioni S.p.A., Generali Italia S.p.A., Generali Vie S.A., Genertel S.p.A. and others for €6.2 billion on April 27, 2025. Should the Conditions of Effectiveness be fulfilled (or waived, as the case may be) and the Offer become effective, the Offeror will pay, for each Issuer’s Share tendered to the Offer, the Consideration, not subject to adjustment (except as set out below), consisting of no. 1.70 ordinary shares of Assicurazioni Generali owned by the Offeror. The Consideration corresponds to Euro 54.17 (rounded to the second decimal place) for each Issuer’s Share. In the case of a full acceptance of the Offer, the Issuer’s shareholders accepting the Offer will receive a maximum of 198,647,783 Assicurazioni Generali ordinary shares owned by the Offeror. The payment of the Consideration will take place, as indicated in the Offer Document, upon the transfer to the Offeror of the Issuer’s Shares subject to this Offer, after the subscription, by the relevant shareholders, of the tender form, made available for this purpose by the responsible intermediaries, and upon completion of all the formalities necessary for the transfer of the Shares to the Offeror. Mediobanca Banca di Credito Finanziario intends to finance the deal by selling this stock.
The Offer shall be subject to (and in addition of) the approval of the proposal by the Shareholders’ meeting of the Offeror pursuant to Article 104 TUF (referred to in paragraph 3.2.3 of the Notice) and of the Offer Document by Consob upon completion of the relevant review within the terms set forth by Article 102, paragraph 4, of the TUF. The transaction is subject to approval of offer by acquirer shareholders, minimum tender i.e., a stake equal to at least 50% plus 1 (one) Share of the share capital of the Issuer (the “Threshold Condition”) (this threshold cannot be waived), regulatory approvals including the approval of Swiss banking authority, Bank of Italy, and the European Central Bank. and subject to antitrust regulations. A shareholder meeting will be held on June 16, 2025 to seek investor approval for the takeover. The share exchange offer is expected to be completed by end-October 2025. The board of directors of Banca Generali S.p.A. will meet on May 7, 2025, to discuss the bid launched by Mediobanca. The transaction will resulting in positive accretion in terms of profitability, earnings, and shareholder remuneration. As of May 9, 2025, Banca Generali has appointed its independent advisors in the context of the public exchange offer launched by Mediobanca on the group, controlled by Generali. The Board of Directors has also granted a mandate to the CEO to examine the rationale of the offer and its implications for the benefit of all stakeholders. On May 19, 2025, Mediobanca has filed with Commissione Nazionale per le Societa e la Borsa (Consob) the offer document relating to the voluntary public exchange offer. As of May 20, 2025, The meeting of the consultation pact between the shareholders of Mediobanca has been called for June 4, 2025. The shareholders meeting is scheduled on June 16, 2025. As of June 15, 2025, At a Board meeting held today, the Directors of Mediobanca Banca di Credito Finanziario - agreed to postpone the date of the ordinary general meeting from June 16, 2025 to September 25, 2025. As of August 18, 2025 The European Central Bank (ECB) authorizes Mediobanca to acquire control of Banca Generali. ECB has simultaneously granted authorization for the acquisition of direct and indirect shareholdings which, in aggregate, exceed ten percent of the consolidated own funds of the Mediobanca Banking Group.
Mediobanca, Centerview Partners, Equita and Goldman Sachs Bank Europe SE, Succursale Italia acted as financial advisors and Chiomenti and Carlo Marchetti acted as legal advisors to Mediobanca Banca di Credito Finanziario S.p.A. Deutsche Bank AG, Milan acted as financial advisor and PedersoliGattai acted as legal advisor to Banca Generali. Zaoui & Co, Morgan Stanley and BofA acted as financial advisor to Banca Generali S.p.A.
Mediobanca Banca di Credito Finanziario S.p.A. (BIT:MB) cancelled the acquisition of Banca Generali S.p.A. (BIT:BGN) from Alleanza Assicurazioni S.p.A., Generali Italia S.p.A., Generali Vie S.A., Genertel S.p.A. and others on August 21, 2025. In the vote, 35% of shareholders backed the deal, 42% voted against or abstained, meaning it failed to reach the required threshold of 50% of the bank's capital present at the meeting. Mediobanca, acknowledging the outcome of the meeting, declares the offer on Banca Generali lapsed.