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 Board of Directors believes that the Offer for Banca Generali represents a significant growth opportunity which is consistent with the Mediobanca Group’s strategic objectives, as stated in the 2023-26 Strategic Plan “One Brand-One Culture”, because it is able to strongly accelerate the Group’s transformation to become a Wealth Manager of choice, distinctive for its positioning (as a Private & Investment Bank, or “PIB”), brand, and ability to attract talented professionals and remunerate shareholders.
The combination will give rise to a market leader, second in Italy by TFAs (over €215bn) and distribution network (approx. 3,750 professionals), with an enhanced capacity for organic growth (NNM of over €15bn) at the high end of the Italian Wealth Management market.
The deal will result in the creation of a Group which is unique in terms of its business model: high capital generation, with limited sensitivity to interest rates and credit risk, an attractive profit mix (net profit €1.5bn, 50% of which from WM, 20% from CIB and 30% from CF), and distinctive for its brand and quality of human capital. These features will enable the Mediobanca Group to continue offering shareholder remuneration at best sector levels with low execution risk.
The Board of Directors also believes it is important for Mediobanca shareholders to express their views on the project by attending the General Meeting to be held on 21 August 2025, assessing the immediate and future benefits deriving from the growth path embarked on by Mediobanca with the 2028 Strategic Plan – with the potential to be enhanced further through the combination with Banca Generali – in comparison with the offer launched by MPS, still ongoing, which the Board has assessed as negative, expressing its views in the Issuer Notice disclosed to the market as required by Article 103, paragraphs 3 and 3-bis of the Italian Finance Act on 11 July 2025 (to which reference is made in full).
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”.