May 01, 2025 | Financials | Europe | Active
On 28-Apr-25, Mediobanca (“MB”, MB IM) launched an unsolicited public voluntary exchange offer to acquire 100% of Banca Generali (“BG”), with funding from its 13.02% stake in Assicurazioni Generali (“Generali”, G IM). The offer values BG at €6.3bn and is structured as a share-for-share exchange at a fixed ratio of 1.70 Generali shares per BG share. The offer consideration will be adjusted for any dividends, “excluding those to be paid out of profits for the financial year 2024.” At the time of announcement, the offer valued BG at €54.17 per share, implying an 11.4% one-day premium and a 6.5% premium over the companies’ three-month VWAPs. Critically, the BG board has acknowledged the offer but made it clear in a 28-Apr-25 statement that Mediobanca’s proposal is unsolicited and was not previously agreed. The board is currently reviewing the terms in accordance with Italian law and has not yet issued its recommendation. Per the Mediobanca announcement, it seeks to reposition itself as a focused wealth management champion while deterring Monte dei Paschi di Siena’s (“MPS”, BMPS IM) hostile approach, and at the same time inject clarity into its relationship with Generali. BG is majority-owned by Generali, which holds 50.2% of the company, so Mediobanca is essentially exchanging some its Generali stake (6.5%) for Generali’s stake in BG. According to Il Sole 24 Ore on 1-May-25, Generali is considering convening a shareholders’ meeting to approve the transaction, given that its legal advisors see the offer as potentially qualifying as a share buyback; such a move could require shareholder approval under Italy’s civil code. According to Mediobanca’s press release, conditions include (i) approval by Mediobanca shareholders at a general meeting scheduled for 16-Jun-25, (ii) a 50% plus one share minimum acceptance threshold of BG’s capital (where Generali owns 50.2% of BG), and (iii) regulatory clearances. Among regulatory approvals are the European Central Bank (ECB) and Bank of Italy, for control of BG and its subsidiaries, as well as from Luxembourg’s CSSF and other relevant foreign regulators. The transaction also requires clearances from Italy’s “Golden Power” regime, FINMA (Switzerland), antitrust authorities, and under the EU Foreign Subsidies Regulation. Mediobanca retains the right to waive any condition except the minimum acceptance threshold. The offer notice contains ...
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