Banca Monte dei Paschi di Siena Launches Unsolicited €13 Billion All-Share Bid for Mediobanca

Banca Monte dei Paschi di Siena has launched an unsolicited all-share takeover offer for Mediobanca, the Italian investment bank. The offer values Mediobanca at approximately €13 billion and was announced on 24 January 2025. The approach is unsolicited, meaning Mediobanca's board has not agreed to the transaction and the offer is being made directly to the target company's shareholders.

The bid is structured entirely in shares, meaning Mediobanca shareholders would receive Monte dei Paschi equity rather than cash consideration. For the transaction to succeed, it is conditional on MPS holding at least 66.67 per cent of Mediobanca's voting rights on completion, a condition MPS can waive. Two notable investor groups — the Caltagirone family and the heirs of Leonardo Del Vecchio — together hold approximately 27 per cent of Mediobanca.

THE TWO BANKS

Monte dei Paschi, the world's oldest bank by tradition, underwent a recapitalisation that required Italian state involvement.

Mediobanca, a specialist investment bank, holds a stake in Generali, one of Europe's largest insurance groups.

SHAREHOLDER THRESHOLD

Beyond the Caltagirone and Del Vecchio heir bloc, the remainder of Mediobanca's share capital is held by other shareholders, including institutional and retail investors.