Mediobanca delays Banca Generali vote; market unfazed

The market showed little reaction to Mediobanca’s decision to postpone its shareholders' meeting regarding the public exchange offer (OPS) for Banca Generali to September 25. Following the announcement on Sunday, June 15, Mediobanca’s stock rose by 1.33% on Monday morning. Monte dei Paschi di Siena (MPS), which has submitted a competing offer, also gained 1.23%, leaving the implicit discount in the MPS offer unchanged at 7.5%.

The Mediobanca board's vote to delay was not unanimous, with Delfin’s two representatives dissenting. The postponement is intended to allow shareholders to consider the stance of Assicurazioni Generali, whose support is critical for Mediobanca’s offer to succeed.

Analysts at Equita praised the Mediobanca-Banca Generali deal, citing strong support from proxy advisors and institutional investors. The offer remains valid, with completion expected by September/October 2025. If MPS’s OPS concludes before September 25, the shareholder vote may become unnecessary.

Meanwhile, MPS is moving ahead with its own offer, supported by significant shareholders like Caltagirone, Delfin, and pension funds. However, Equita expressed serious doubts about the industrial fit and value creation potential of MPS’s bid, highlighting integration risks, limited synergies, and potential EPS/DPS dilution for Mediobanca shareholders.

At current prices, the MPS offer includes an 8% discount versus Mediobanca’s valuation. Mediobanca’s offer for Banca Generali, based on Assicurazioni Generali's share price, carries a 5% premium and aligns with its strategic focus in wealth management.

Equita maintains a BUY rating on Mediobanca with a target price of €20.50, while also noting its role as financial advisor in the transaction.