Mediobanca says next week's vote needed for investors to have a choice
Mediobanca announced its plan to buy Banca Generali in April and create Italy's second largest wealth manager, as it sought to thwart a takeover bid from state-backed Monte dei Paschi di Siena (BMPS.MI), opens new tab.
The merchant bank postponed the shareholder vote for the Banca Generali bid at the last minute in June in the face of possible defeat. It initially moved it to September 25, before bringing it forward to August 21.
Mediobanca has pitched the Banca Generali bid as an alternative to Monte dei Paschi's (MPS) proposed acquisition, though MPS says the two are not mutually exclusive.
It said its board had believed it necessary to have shareholders decide between the Banca Generali deal, which it said offered a unique opportunity, and the MPS proposal which was "financially and strategically wholly inadequate".
To pay for Banca Generali, Mediobanca would tender its 13% stake in the private bank's majority owner, insurer Generali (GASI.MI), opens new tab.
Generali would receive its own shares back as payment, a proposal it said this month it was open to considering, together with a distribution accord Mediobanca wants Generali to strike with the new merged entity.
On Monday, Italy's Caltagirone group, a leading Mediobanca shareholder, said the vote would hand a "blank check" to the bank's board because details on key terms of the accord were missing.
Mediobanca said it simply wants the current accord between Generali and Banca Generali to be widened to include the new merged company and its duration extended.
"It's clearly evident that the core of the agreement to be signed with Assicurazioni Generali would reflect the existing one which Gruppo Caltagirone, as a shareholder in Assicurazioni Generali, is surely acquainted with," Mediobanca said.
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