Mediobanca Postpones Vote on Banca Generali Acquisition
Milan (Reuters) – Mediobanca’s choice to push back shareholder voting on the Banca Generali offer could potentially impact the strength of shareholder opposition that had been building up in recent weeks. According to four sources familiar with the matter, this delay has strengthened the position of shareholders against the transaction.
On Sunday, Mediobanca announced that the vote originally set for Monday would now take place by September 25th.
The move to acquire Banca Generali was revealed back in April, partly as a response to a competing bid from Monte Dei Paschi Di Siena (MPS), which is state-backed.
MPS is preparing to officially launch a hostile takeover offer for Mediobanca by July, as part of broader financial reforms in Italy. Although the bid was initially announced in January, it requires several months to gain the necessary approvals.
If MPS’s bid proves successful, questions would arise about Mediobanca’s ability to go forward with the acquisition of Banca Generali.
CEO Alberto Nagel seemed to be banking on the Banca Generali deal as an alternative to the MPS initiative, possibly believing that Mediobanca is too large for a smaller competitor to overpower.
However, shareholders who want to block the Banca Generali deal have recently increased their collective stakes, approaching nearly 11%, according to one source. This new accumulation raises the likelihood of a vote against Nagel.
The decision to delay the shareholder meetings appears to be a strategic move by the bank’s board, according to unnamed sources, reflecting the sensitive nature of the situation.
There’s a substantial risk that the transaction might lack backing from about 40% of Mediobanca’s capital.
Judicial Investigation
The opposition is notably led by Francesco Gaetano Caltagirone, who has boosted his holdings in Mediobanca from 7% to 10%, with help from Unicredit CEO Andrea Orcel.
Unicredit, which owns 1.9% of Mediobanca and is facing governmental pushback regarding its own bid for Banco BPM, could abstain from the upcoming vote, lending support to the opposition.
Nagel has encountered long-standing resistance not only from Caltagirone but also from Mediobanca’s largest stakeholder, Delfin.
Both Delfin and Caltagirone became investors in MPS in November, following the sale of a stake by the Italian Ministry of Finance.
This sale is currently under investigation by Milan prosecutors, looking into how it was managed.
Sources indicated that postponing the vote allows time to assess how this criminal investigation plays out.
Meanwhile, Delfin Chairman Francesco Milleli has appreciated Nagel’s push for changes within Mediobanca, though Caltagirone has voiced criticisms regarding the Banca Generali deal.
Interestingly, both are also the major shareholders of Assicurazioni Generali, the largest insurance firm in Italy. Nagel has expressed hopes of outmaneuvering Delfin and Caltagirone, who continue to scrutinize Mediobanca’s influence on Generali, particularly as he considers using Generali shares as part of the Banca Generali offer.
This tension resurfaced in April, when Generali shareholders appointed a new board amid last-minute changes from Unicredit after it had acquired a 6.7% stake in Generali.
