January 31, 2025 | Financials | Europe | Active
On 24-Jan-25, Banca Monte dei Paschi di Siena (“MPS”), the partially state-owned Italian bank, announced a surprise unsolicited voluntary exchange offer for Mediobanca, one of Italy’s most prestigious financial institutions. However, on 30-Jan-25, Mediobanca firmly rejected the bid, stating in a press release that the proposal lacks industrial and financial rationale and threatens the bank’s identity. The board further emphasised that the offer does not align with Mediobanca’s strategic interests or values and called it ‘hostile’. The all-share bid offers 2.3 newly issued MPS shares for each Mediobanca share, worth €15.992 per Mediobanca share and representing a 4.9% premium to the prior day’s close. The proposed exchange ratio will be adjusted to account for any distributions from either party. To finance the acquisition, MPS plans to issue new shares, contingent on shareholder approval at a meeting scheduled for 17-Apr-25. Among conditions to closing are the absence of legal impediments and antitrust clearances. Regulatory submissions to the European Central Bank (ECB), the Bank of Italy, and other relevant authorities, are expected by mid-February, and following regulatory clearances, the offer period is expected to start in June / July 2025. The Mediobanca minimum acceptance will be 66.67% and the acceptance period is anticipated to be open for 15 to 40 days. MPS aims to close the transaction in 3Q’25. Conditions to Closing Prior to launching the offer, MPS requires “prior authorisations” – essentially regulatory pre-conditions – for the acquisitions of Mediobanca’s businesses, primarily from the ECB, the Bank of Italy, and IVASS, Italy’s insurance regulator. These approvals extend to all relevant industry-specific regulators, including ...
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