Mps-Mediobanca, green light to the capital increase for the takeover bid

Green light from the Board of Directors of Banca Monte dei Paschi di Siena to the capital increase in function of the public exchange offer on Mediobanca. In execution of the delegation granted by the extraordinary meeting of 17 April 2025, the Board of Directors of the Siena-based institution has resolved to increase the paid share capital for a total of 13,194,910,000 euros, plus share premium, with the issue of 2,230,000,000 ordinary shares.

The operation announced months ago by Monte dei Paschi di Siena had taken the financial world by surprise. The acceleration of the public exchange offer to acquire a controlling stake in Mediobanca, and indirectly in Mediobanca Premier and Compass Banca, came after the green light from the ECB, but under certain conditions.

The capital increase and next steps

The resolution to increase the share capital was approved by the Board of Directors chaired by Nicola Maione at the end of a long meeting on the evening of Thursday 26 June.

The public exchange offer could start between July 7 and 14 and could close in August, or be extended until mid-September.

While waiting for the timing to be established, the next step involves sending the information prospectus to Consob , which will have 5 days to approve it.

The document, with the terms of the duration of the OPS, will reach the board of Mediobanca . Within 5 days of the opening of the Stock Exchange, the Board of Directors will meet to release the issuer's press release.

The Ops memberships

While we await the start and end dates of the public exchange offering, rumors have already begun to circulate about who might join .

The transfers of the Delfin (19.8%) and Caltagirone group (9.9%) packages, also shareholders of MPS, and of the pension funds (5%), have been confirmed, while it is not clear whether the shareholders inclined to abstain from the Mediobanca meeting on Banca Generali, such as the Benettons (2%), will be convinced to exchange their shares for those of Monte dei Paschi di Siena.

From uncommented rumours reported by Il Sole 24 Ore , however, it seems that Mediolanum , which is owned by the Doris family and also by the Berlusconi family, is intending to sell its stake in Mediobanca.

ECB authorization

In the last few hours, the authorization of the ECB management board had arrived for MPS's takeover of Mediobanca , which had given the green light to any share, be it the 66.6% bar set by the Sienese institute, or even 51% or a lower share.

In giving the green light to the operation, the European Central Bank has however established some conditions, among which the main one is represented by the sending of an integration plan at the end of the takeover bid and, within six months of the acquisition of control, of the impacts on the capital, on the collection of funds, on digital and cybersecurity measures, on the synergies and costs of integration, on the start-up, specifying any changes with respect to the initial hypotheses.

The plan, formulated considering both a baseline and an adverse scenario, must also contain, among its requirements, the corporate governance structure of the new group, including organizational structure, bodies of subsidiaries, internal control system, remuneration policies and aggregation of risk information.

If MPS decides to acquire a minority stake , a certified report on de facto control, or alternatively a strategic plan for the acquired stake, must be sent to the ECB within three months, clarifying whether the 50% threshold is expected to be exceeded and with what impact on the equity.