Mediobanca Delays Banca Generali Vote Amid Shareholder Opposition

Mediobanca has decided to postpone the shareholder vote on its acquisition of Banca Generali, according to four informed sources. This decision comes as a precautionary measure to avoid potential failure, as shareholders opposing the deal have been increasing their stakes in recent weeks. The vote, originally scheduled for Monday, has been rescheduled to September 25th. This move is aimed at allowing more time for negotiations and to secure the necessary support from shareholders, ensuring a smoother transaction process.

The acquisition of Banca Generali was proposed in April, as Mediobanca sought to fend off a hostile takeover bid from the state-owned Monte dei Paschi di Siena (MPS). MPS is expected to formally launch its hostile takeover of Mediobanca in July, as part of a broader effort to reshape the Italian financial sector. This acquisition was announced in January but requires several months to obtain all necessary approvals. If MPS's takeover is successful, it could cast doubt on Mediobanca's ability to proceed with the Banca Generali acquisition.

Mediobanca's CEO, Alberto Nagel, views the Banca Generali transaction as an alternative to the MPS takeover, aiming to make Mediobanca large enough to deter smaller competitors from acquiring it. However, one source revealed that shareholders and their allies opposing the Banca Generali deal have collectively increased their stake in the bank to nearly 11% in recent weeks. This shift in shareholder dynamics has tilted the balance against Nagel, prompting the board to delay the shareholder meeting. The sensitive nature of the issue has led these individuals to request anonymity.

A fifth source indicated that the deal might lack support from approximately 40% of Mediobanca's shareholders, including those who plan to abstain from voting. The opposition to the deal is led by Francesco Gaetano Caltagirone, who has increased his stake in Mediobanca to between 10% and 7%, with the support of UniCredit CEO Andrea Orcel. UniCredit, which holds 1.9% of Mediobanca's shares as part of its trading activities, is facing government opposition to its plan to acquire Banco BPM. If UniCredit abstains from voting, it could bolster the opposition camp.

Nagel has long faced opposition from Caltagirone and Mediobanca's largest investor, Delfin, the holding company of the late billionaire Leonardo Del Vecchio. Both Caltagirone and Delfin became investors in MPS when the Italian Finance Ministry sold shares of the distressed bank in November 2022. Milan prosecutors are currently investigating the handling of that sale. The delay in voting also provides time to monitor the progress of the criminal investigation.

Despite Delfin Chairman Francesco Milani's support for Nagel's efforts to transform Mediobanca, Caltagirone has criticized the Banca Generali deal, stating that he does not see its value. Both are major shareholders in Assicurazioni Generali, Italy's largest insurance company, which owns the private bank Banca Generali. Nagel hopes to win the support of Delfin and Caltagirone by using Assicurazioni Generali shares as payment for the Banca Generali transaction, as both have previously criticized Mediobanca's influence over Assicurazioni Generali. The latest conflict between the three parties occurred during the April election of Assicurazioni Generali's new board of directors, when UniCredit CEO Andrea Orcel, who had increased his stake in Assicurazioni Generali to 6.7%, changed his stance at the last minute to side with Caltagirone.