The merger project between Banca Monte dei Paschi di Siena and Mediobanca enters the operational phase. The boards of directors of the two institutions have indeed approved the merger project for the incorporation of Mediobanca into Mps, setting the exchange ratio that will allow the operation to be completed and take Piazzetta Cuccia off the stock market after more than seventy years of listing.
As stated in the joint note released by the two banks, the exchange ratio was set at 2.45 Mps shares for each Mediobanca share. The ratio also takes into account the distribution of dividends relating to the 2025 financial year – equal to 0.86 euros for Mps and 0.63 euros for Mediobanca – and incorporates a premium for the Milanese bank’s shareholders of about 3% compared to stock market valuations, according to the information material released to the market.
The exchange ratio represents the balance point found by the two boards after months of negotiations and discussions with the banks’ financial advisors. According to initial analyst assessments, the solution identified should be in line with market expectations and facilitate the next step, namely the vote of the extraordinary shareholders’ meetings called to decide on the operation.
THE NEW GROUP IS BORN AND MEDIOBANCA LEAVES THE STOCK MARKET
The approved project provides for the incorporation of Mediobanca into Mps, with the issuance of new Monte shares intended for the Milanese bank’s shareholders. The operation represents the final piece of a path started with the public offer launched by Siena on Piazzetta Cuccia and aims at creating a new banking group with a strong presence in corporate services, wealth management, and investment banking.
The merger will also involve a reorganization of the group’s activities. According to the industrial plan, corporate & investment banking and private banking activities will be merged into a new company wholly controlled by Mps, which will take the name “Mediobanca spa,” thus maintaining the historic brand of the investment bank and the expertise developed over time in supporting businesses and high-net-worth clients.
Some strategic holdings will also be transferred to this new entity, including the stake held by Mediobanca in Generali, equal to about 13.2% of the capital. The presence in the capital of the Trieste-based insurance group will therefore remain one of the main assets of the new corporate perimeter.
At the same time, the integration of retail and financial advisory activities is planned, including the networks of Mediobanca Premier and Banca Widiba advisors, which will be reorganized within the new group structure.
HOW THE SHAREHOLDING OF THE NEW MPS WILL CHANGE
One of the central elements of the operation concerns the composition of the capital of the bank resulting from the merger. The new shareholding structure will reflect the dilutive effect of the issuance of shares intended for Mediobanca shareholders but will remain characterized by a significant presence of the main investors already present in Monte’s capital.
In the new structure, Delfin will be the largest shareholder with about 16.1%, followed by the Caltagirone group with 9.4%. Among other significant shareholders are BlackRock with 4.6%, the Ministry of Economy with about 4.5%, and Banco Bpm with 3.4%, while the free float is expected to be around 62% of the capital.
The operation also aims to generate industrial synergies estimated at about 700 million euros.
REGULATORY STEPS AND THE ROLE OF THE ECB
The merger project must now undergo the authorization process provided for by banking regulations. The operation is indeed subject to the approval of the extraordinary shareholders’ meetings of the two banks and the authorizations of the competent authorities, including the European Central Bank and the Bank of Italy, as well as government oversight under the golden power regulations.
In particular, an application must be submitted to the ECB, which must express its opinion on the operation within a maximum period of ninety days from the submission of the request. Only after completing this regulatory process can the merger become effective, with a timeline indicated by the banks by the end of 2026.
Some issues remain on the dossier, also closely followed in Brussels. In particular, according to economic press reports, European authorities are closely monitoring the effects of the operation on governance and the balances of the Italian banking sector.
TENSIONS ON GOVERNANCE AND THE BOARD LIST ISSUE
On the governance front, some matters remain open. As reported by the Foglio, one of the issues observed even at the European level concerns the competition over the lists for the renewal of Monte’s board of directors and the possible balances among the main shareholders.
According to the newspaper, among the group’s most influential shareholders, there would be those who look favorably on the figure of Massimo Palermo, considered close to the circles of Francesco Gaetano Caltagirone. A dynamic that – as highlighted in recent days by Startmag – fits into the broader game over the future leadership of the group born from the merger.
Meanwhile, according to some rumors, Luigi Lovaglio might consider supporting a minority list in the upcoming elections for Monte’s board of directors with funds and private investors to challenge the board’s list. As noted by Reuters, the CEO had obtained support from Delfin and the Treasury, but not from Caltagirone. The manager, who does not appear on the list presented by the outgoing board, had nevertheless emphasized in recent days that he is not “attached to the chair,” implying a willingness to consider different scenarios. Not by chance, the manager stepped back, leaving CFO Andrea Maffezzoni the task of managing the meetings that will begin next week.
THE MARKET BETS ON THE OPERATION
Meanwhile, Piazza Affari seems to have welcomed the announcement of the exchange ratio positively. In yesterday’s session, Mps and Mediobanca shares recorded strong gains, with increases of around 5% for both institutions.
The positive trend continued today as well. In the early hours of trading, Mediobanca gained about 3.9%, while Mps rose by over 2%. At mid-session, Monte’s stock still showed an increase of about 1.7%, while Mediobanca advanced by over 3.5%.
The market therefore seems to be betting, for the moment, on the creation of a new Italian banking hub capable of combining Monte’s historic presence in retail and traditional credit with Mediobanca’s know-how in investment banking and high-net-worth client management.
