Public Voluntary Exchange Offer for 100% of Banca Generali shares
MEDIOBANCA UNVEILS PUBLIC VOLUNTARY EXCHANGE OFFER FOR 100% OF BANCA GENERALI SHARES WORTH €6.3BN, TO BE PAID FOR ENTIRELY IN ASSICURAZIONI GENERALI SHARES
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The deal, which will strongly accelerate execution of the “ONE BRAND-ONE CULTURE” Strategic Plan, will transform the Mediobanca Group into a leader in the Wealth Management industry by TFAs (€210bn), revenues (€2bn), and growth capabilities (NNM of over €15bn per annum).
With this deal WM will become the Mediobanca Group’s core business as well as its strategic priority: WM revenues1 will increase by 2x to €2bn (45% of consolidated revenues), and net profit by 4x to €0.8bn (50% of the Group’s net profit).
The combination between the two companies will produce a European market leader, distinctive for its positioning and brand, and for the quality of its human capital. The DNA shared by Mediobanca and Banca Generali, of excellence and distinctiveness, further strengthens the industrial rationale for the deal, with visible synergies achievable and low execution risk.
Synergies: approx. €300m, 50% costs, 28% revenues, 22% from funding.
Significant value creation for Mediobanca shareholders:
- ROTE to increase from 14% to over 20%
- Consolidated net profit: €1.5bn, up 15%
- EPS accretive: mid single-digit stated, double-digit on banking2
- CET1: 14%3
- €4bn cumulative distribution for 3Y BP23-26 confirmed, implying 22% cumulative yield4 over next 18 months.
The deal entails the sale of Mediobanca’s investment in Assicurazioni Generali, with €6.3bn to be simultaneously invested in Banca Generali. Through this large-scale reallocation of capital to WM, the combination will transform the relationship between Mediobanca and AG from a financial to a strong industrial partnership.
With its unique Private & Investment Banking model, coupled with the holistic and synergistic approach across the various segments in which it operates, the Mediobanca Group intends to excel as a trusted advisor for companies and entrepreneurs, as a partner for its own employees and clients, and as a valuable investment for its shareholders.
The general meeting of Mediobanca shareholders required to approve the deal as ordinary business under Article 104 of the Italian Finance Act has been called for 16 June 2025.
1 Data: Mediobanca 6M as of end-Dec. 2024 (annualized); Banca Generali 12M as of end Dec. 2024, plus synergies once fully operative.
2 Banking EPS: excluding Assicurazioni Generali contribution
3 Including CTA and PPA.
4 Including dividends and share buybacks and based on weighted average MB price (VWAP) over past 1 month.
Alberto Nagel, Mediobanca Chief Executive Officer, commented as follows:
“The combination of Banca Generali and Mediobanca, to be achieved by reallocating the capital owned in Assicurazioni Generali, completes the transformation path embarked on by the Mediobanca Group more than a decade ago, when the gradual sale of its equity investments was accompanied by the launch of activities in Wealth Management, coupled with major strengthening in Investment Banking and Consumer Finance. The creation of a diversified group, focused on businesses with above market average growth rates, low capital absorption levels which are able to generate visible and recurring revenues and profits has always been the ultimate objective driving our strategy. A solid, profitable group which excels in creating value for all its stakeholders. Today sees the birth of a leader in Wealth Management, which, by combining a shared philosophy in terms of excellence and performance, sets a new benchmark within the panorama of the Italian and European financial system”.
