MILAN (ITALPRESS) – Mediobanca’s Board of Directors has reviewed the communication circulated by Banca Mps on Jan. 24, 2025, regarding the promotion of a public exchange offer for all of Mediobanca’s shares. The Board notes that the offer was not agreed upon and is to be considered hostile and contrary to Mediobanca’s interests. It is also considered to lack industrial and financial rationale and therefore destructive of value for Mediobanca. Mediobanca believes that the Ops of Banca Mps has no industrial value by undermining the identity and business profile of the Mediobanca Group focused on business segments with high added value and obvious growth trajectories; it destroys value for the shareholders of Mediobanca and Banca Mps being easy to foresee a copious loss of clients in those activities (such as Wealth Management and Investment Banking) that presuppose the independence, reputation and professionalism of professionals. Be it negatively characterized by the difficulty in determining the intrinsic value of the Banca Mps share, which has a net worth facing significant tax assets, impaired assets and litigation risks (3.3 billion), worse risk indicators than other Italian banks, significant past losses, a marked geographic and customer concentration, and lack of product factories. The transaction is therefore deemed to lack industrial rationale as it involves a major weakening of Mediobanca’s business model. The transaction lacks a financial rationale in that it entails for the reasons stated above a strong detriment to Mediobanca’s earnings profile. Finally, the BoD points out that the transaction is characterized by the significant shareholding entanglements of Delfin and Caltagirone, who are present in Mediobanca, where Delfin holds 20% and Caltagirone 7%; in Banca Mps, where Delfin is the leading private shareholder with 10%, while Caltagirone holds 5%; and in Assicurazioni Generali, where Delfin holds 10% and Caltagirone 7%.
The presence of the same shareholders in Banca Mps, Mediobanca and Assicurazioni Generali in the context of an offering exclusively in shares, configures, according to Mediobanca’s Board of Directors, a potential mismatch in interests compared to the rest of the shareholding structure.
(ITALPRESS).
-Photo: Photogram Agency-
Mediobanca rejects Mps’ Ops, not agreed and destructive of value
