A coalition of major shareholders, including the Del Vecchio and Benetton families, has prompted Mediobanca SpA to postpone a shareholder meeting on its proposed acquisition of Banca Generali SpA, amid growing signs of opposition and abstentions.
The Milan-based bank announced it would move the meeting from June 16 to September 25 after some investors, who also hold stakes in Assicurazioni Generali SpA, indicated they would wait for the insurer’s stance before casting their votes. Assicurazioni Generali controls 50% of Banca Generali, making its position critical to the outcome of the deal.
Mediobanca said it would convene shareholders after receiving Generali’s assessment, while reiterating the industrial and financial rationale behind the proposed transaction.
Chief executive officer Alberto Nagel is seeking to acquire Generali’s private banking arm by offering Mediobanca’s 13% stake in the insurer as consideration. The move also forms part of a broader strategy to counter a potential hostile bid from state-backed Banca Monte dei Paschi di Siena SpA.
According to a Bloomberg report, a recent count of expected votes showed that the deal could fail to secure the required support, as a growing number of investors signalled they might abstain.
UniCredit SpA, which owns a 1.9% stake in Mediobanca, is among those considering abstention, Bloomberg reported, aligning with other cross-invested stakeholders such as the Del Vecchio family (20%) and the Benetton family (2.2%).
The opposition bloc may be further strengthened by Francesco Gaetano Caltagirone, who owns 10% of Mediobanca and is reportedly against the proposal. The combined influence of these shareholders could be sufficient to block the transaction.
The deal, initially proposed in April, comes as Italy’s banking sector experiences a wave of consolidation, starting with Banco BPM SpA’s bid for Anima Holding SpA last November.
That bid was followed by UniCredit’s approach to acquire Banco BPM, which disrupted merger plans involving Monte Paschi. The state-backed lender has since shifted focus to Mediobanca, prompting Nagel to respond with the Banca Generali offer.
Bloomberg has noted that many of the entities involved hold overlapping stakes in one another. Mediobanca holds 13% of Generali, UniCredit owns 6.8%, and the billionaire families maintain positions across multiple institutions, reinforcing the complexity of shareholder dynamics in Italy’s financial sector.
Mediobanca expects the proposed deal to increase its return on tangible equity from 14% to 20%, with targeted synergies of around €300 million. A successful transaction would also signal a shift away from long-standing ties with Generali, aligning with Nagel’s strategy to expand the bank’s private wealth operations and reduce exposure to cross-holdings.
Will shareholder alliances shape the future of Mediobanca’s growth strategy? Share your thoughts in the comments.
