As of September 4, 2025, the public exchange offer (Opas) launched by Banca Monte dei Paschi di Siena (MPS) for Mediobanca has seen significant progress, with adhesion levels surpassing 38%. This development is a key milestone in MPS’s hostile takeover attempt. Below is a detailed analysis of the current status, key players, and implications:
📊 1. Current Adhesion Level and Progress
- Adhesion Rate: As of recent reports, adhesions to MPS’s offer have reached over 38% of Mediobanca’s shares. This exceeds the minimum threshold of 35% set by MPS for de facto control .
- Key Contributors: The adhesions include support from:
- Delfin (Leonardo Del Vecchio’s holding) and Caltagirone Group, collectively holding ~30% of Mediobanca .
- Edizione (Benetton family’s holding) with ~2% .
- Enpam (doctors’ pension fund) with ~1.98% .
- PLT (Tortora family’s holding) with ~1.1% .
- Enasarco (sales agents’ pension fund) with ~2.52% (recommended adhesion by its asset manager) .
- Pending Decisions: Cassa Forense (lawyers’ pension fund, ~1%) is still evaluating the offer. Its adhesion could push the total to ~39% .
💰 2. Revised Offer Terms
- Cash Component: MPS revised its initial all-share offer by adding a cash component of €0.9 per Mediobanca share, totaling ~€750 million. This aims to bridge the valuation gap and attract institutional investors .
- Exchange Ratio: The offer remains at 2.533 MPS shares per Mediobanca share, valuing Mediobanca at ~€16.334 per share (an 11.4% premium over the January 2025 reference price) .
- Threshold Waiver: MPS waived the initial 66.67% condition but retained the 35% unconditional threshold for the offer’s validity .
🏛️ 3. Strategic and Industrial Rationale
- Control and Synergies: Achieving over 35% adhesions grants MPS de facto control. If adhesions exceed 50%, MPS can consolidate Mediobanca’s board and access tax credits (DTAs) worth €2.9 billion. Beyond 66.7%, a merger becomes feasible, targeting €700 million in annual synergies .
- Broader Ambitions: The takeover is part of a strategy to create Italy’s third-largest banking pole, combining MPS’s retail strength with Mediobanca’s wealth management and investment banking expertise .
⚖️ 4. Mediobanca’s Response and Challenges
- Hostile Stance: Mediobanca’s board consistently rejected the offer, labeling it “hostile, lacking industrial rationale, and inadequate” .
- Shareholder Dynamics: Mediobanca’s “hard core” of historical shareholders has weakened, now holding only 6.91% (down from 11.87% in February 2025), reducing opposition .
- Market Reaction: Both MPS and Mediobanca shares fell ~2% following the revised offer, reflecting market uncertainties .
📅 5. Next Steps and Timeline
- Offer Deadline: The offer is set to close on September 8, 2025, with a possible five-day reopening (September 16–22) .
- ECB Conditions: The ECB approved the takeover but requires MPS to submit an integration plan within six months if control is achieved. If adhesions are below 50%, MPS must prove de facto control or outline a disposal strategy .
- Critical Thresholds: MPS aims for 50%+1 shares to secure governance control and DTAs. Current adhesions (~38%) indicate this is achievable but not yet guaranteed .
💎 Conclusion
With adhesions exceeding 38%, MPS is nearing its goal of controlling Mediobanca. The cash relaunch has been instrumental in swaying key institutional investors. However, reaching 50% remains critical for full operational and financial benefits. The coming days will be decisive as remaining shareholders, like Cassa Forense, make their decisions. For ongoing updates, monitor official announcements from MPS and Mediobanca.
Note: All data is based on latest available reports as of September 4, 2025.