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Mps to Absorb Mediobanca and Delist It in Share-for-Share Merger

The merger will use a pure share swap, with the exchange ratio to be set for shareholder votes following Mps’s 27 February plan presentation.

Overview

  • Mps’s board unanimously approved the incorporation of Mediobanca, and Mediobanca’s board began the legal and administrative work required for the delisting.
  • Corporate and investment banking and high-end private banking will sit inside a 100% Mps-owned, non-listed entity that retains the Mediobanca name.
  • Mediobanca’s 13.2% stake in Assicurazioni Generali will remain within the new, non-listed Mediobanca perimeter under Mps control.
  • The transaction will be executed via a share-for-share exchange with no takeover offer, no cash component, and no withdrawal rights, with assemblies expected after boards set the exchange ratio.
  • Advisors include Jefferies, JP Morgan and UBS for Mps and Rothschild and Morgan Stanley for Mediobanca, as the groups target previously flagged synergies of about €700 million.