Banca Monte dei Paschi di Siena's unsolicited bid for Mediobanca secured acceptance from approximately 40% of Mediobanca's shareholders during the first acceptance period, the two banks confirmed in March 2025. The result marks a meaningful, if incomplete, show of support for a deal that has divided opinion in Italian banking circles since MPS tabled its all-share offer in the preceding months.
The 40% figure is significant because it demonstrates that a substantial minority of institutional and retail shareholders were willing to tender at the original terms — yet it falls well short of the threshold MPS would need to take effective control. For MPS's management, the outcome provided enough momentum to press on with the offer while simultaneously illustrating the scale of resistance it still faces.
NAGEL URGES REJECTION, MPS ADDS CASH
Mediobanca's chief executive Alberto Nagel has publicly recommended that shareholders reject the MPS offer, characterising it as undervalued. Nagel's position is that Mediobanca's current standalone strategy — anchored around its wealth management and investment banking franchises — delivers more value than what MPS has put on the table. His intervention carries weight given Mediobanca's track record of earnings growth and the strength of its capital-light businesses.
In response to the tepid first-phase result and the board's resistance, MPS moved to sweeten its proposal by adding a cash element to the original all-share offer. The hybrid structure, combining stock and cash consideration, is designed to appeal to shareholders who were deterred by the execution risk and relative value arguments embedded in an all-paper deal. Adding cash reduces the acquirer's paper on target metrics and typically lifts acceptance rates by addressing investors who prefer immediate liquidity.
The decision to amend the offer mid-process is unusual and reflects both the competitive pressure MPS is facing and the determination of its management to complete a transaction they see as transformational. MPS, which returned to private ownership following a multi-year state bailout, has framed the Mediobanca bid as central to its strategy of building scale and diversifying beyond its traditional retail and SME lending base in Tuscany and central Italy.
ITALY'S HIGH-STAKES BANK CONSOLIDATION
The MPS-Mediobanca contest is one of the more closely watched M&A situations in European banking, partly because Mediobanca itself holds a significant stake in Generali, Italy's largest insurer. Any change of control at Mediobanca would therefore have downstream implications for the governance and strategic direction of Generali — a dimension that has drawn attention from Italian regulators, politicians, and large institutional shareholders on both sides.
With the cash sweetener now on the table and a further acceptance period expected to follow, the outcome remains open. MPS needs to cross a minimum acceptance threshold to trigger a mandatory offer obligation and move towards full control; falling short would leave it with a significant but sub-controlling stake and a complicated situation to manage. Mediobanca's board, for its part, has given shareholders a clear recommendation, and it will be their response to the revised terms that determines which way the deal ultimately falls. The presence of a substantial minority that already tendered in the first phase means MPS retains meaningful leverage as the process continues, but the unconditional backing of Mediobanca's board will be necessary to achieve the kind of clean outcome that both management teams would prefer.