Banking risk: MPS advances, Mediobanca re-bids. But Generali decides.

Foot firmly on the accelerator. Almost flat out. In record time, Mediobanca convenes a shareholders' meeting on August 21st, calling on shareholders to vote on the green light for the takeover bid for Banca Generali. It sets the possible start date for the offer at the beginning of September and rewrites the rules of the game. It excludes Banca Generali itself from the preliminary agreement, making the approval of Generali alone, which owns 50.17%, sufficient, and moves forward the deadline for reviewing the terms of the offer. No longer before the publication of the document, but almost to the end of the acceptance period. "A surprise move? Perhaps a desperate one," commented Rony Hamaui, professor of monetary economics at the Catholic University of Milan. "After MPS's figures," the economist explained to AdnKronos, "Piazzetta Cuccia is starting to get the increasingly strong feeling that the competing takeover bid, that of Monte dei Paschi for Mediobanca, is nearing the finish line." Having called the shareholders' meeting on August 6th for August 21st, with just a few days' notice, in the middle of summer "and the risk that many will be unable to attend for procedural reasons, appears to be, to say the least, unusual."

Siena's freshly released financial statements are impressive: results exceeded expectations, guidance raised to over €1.5 billion for gross profit in 2025, and €2.8 billion in surplus capital, which could potentially be put on the table in the Mediobanca takeover bid. The offer window formally expires on September 8th. Time is running out. "So Mediobanca is moving things forward," emphasizes Marta degl'Innocenti, professor of Financial Intermediaries at the University of Milan, speaking to AdnKronos. "It's trying to get ahead of Monte dei Paschi, loosening the initial constraints and granting itself a longer time horizon to secure its alliance with the Lion before it's too late, introducing greater operational flexibility and forcing shareholders to express their decisions in a still-evolving context."

Generali, however, is taking its time. CEO Philippe Donnet said: "Let's proceed with the negotiations," calling them "complex," for which "we won't set time limits." For some, it's a green light; for others, a flashing yellow. But it's enough for Nagel, who doesn't have time. Therefore, the feeling is that the game is entirely between Mediobanca and Generali, as Hamaui emphasizes: "If you think about it, the Piazzetta Cuccia takeover is a non-takeover. Because, essentially, it's nothing more than a private negotiation between two parties, rather than an open market transaction. If Generali, which alone holds a majority stake in Banca Generali, says no, the takeover bid won't go ahead. Even if all the other shareholders say yes." The economist highlights another aspect, "which is by no means secondary, perhaps overlooked. In the first draft of the offer, Mediobanca included a restriction on the shares earmarked for Generali: they could not be resold for a year. Well, this clause is no longer in place." Why? According to the professor, who is also an author for the economists' platform lavoce.info, it's convenient for both parties: "Generali could immediately resell the Mediobanca shares to friendly parties, who would then be able to influence the shareholders' meeting. And perhaps Nagel himself hopes that, by doing so, the entire governance structure could be prevented from falling into hostile hands: those of Caltagirone and Delfin."

On one side, then, is Mediobanca, which refuses to give in to Siena. On the other, Generali, which is cautiously monitoring the movements around it, aware that it could be the next target, especially given its BTP portfolio, which as of June 30th stood at €40.6 billion, making it the largest private investor exposed to Italian public debt. If the conditions were right, however, the Lion might also be willing to keep its retail bank and play the European axis card alone with the French bank Natixis. Moreover, as Hamaui notes, "Mediobanca has already released some guidelines for the agreement with Generali, such as the ten-year duration of the distribution partnership and the role of Piazzetta Cuccia as distributor." Is everything already written? Almost. A corporate general counsel who asked to remain anonymous suggested to AdnKronos that the law governing public tender offers is unclear in several respects and subject to interpretation. With the note issued on the evening of August 6, Hamaui suggests, "Mediobanca may have pushed it to its limits, it is capable of setting a precedent with which it effectively shuffles the cards in games that have already begun and does not provide shareholders with the information they need."

Marco Gambaro, economist and professor of applied economics at the University of Milan, tells AdnKronos that "perhaps there is no other possible choice. Because Siena is advancing. And Nagel, expected to leave if MPS were to succeed, is trying to risk everything. It's like throwing caution to the wind. Or it's like a house of cards: move one card, and the rest might fall." And this is the paradox, concludes Gambaro: "The Mediobanca takeover bid, built on Donnet's 'maybe,' has become the boldest countermove of this banking summer. And what seemed like the boldest takeover bid, that of MPS, has turned into something that is ever closer to coming true." (by Giacomo Iacomino)