M&A - BANCA MONTE DEI PASCHI DI SIENA SPA

Form Type: 425

Filing Date: 2025-02-06

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925010104

Filing Summary: Banca Monte dei Paschi di Siena S.p.A. has announced a voluntary public exchange offer for all ordinary shares of Mediobanca - Banca di Credito Finanziario SpA, amounting to a total consideration of Euro 13.3 billion. The exchange ratio is set at 2.300 newly issued shares of MPS for each existing share of Mediobanca, resulting in an offer price of Euro 15.992 per share, which includes a premium of 5.03% based on the official price as of January 23, 2025. The transaction aims to create a new national champion in the Italian banking sector by combining resources and expertise of MPS and Mediobanca, leading to significant synergies, innovation, and growth. It is expected to accelerate the usage of MPS's deferred tax assets (DTA), providing a net present value benefit for Mediobanca’s shareholders of Euro 1.2 billion, or approximately 10% of Mediobanca’s market capitalization. The merger is anticipated to enhance profitability and capital position, projecting a pro-forma return on tangible equity (RoTE) of about 14% and a common equity tier 1 (CET1) ratio of around 16%. The deal is subject to regulatory approvals and is expected to be finalized by the third quarter of 2025.

Form Type: 425

Filing Date: 2025-02-06

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925010160

Filing Summary: Banca Monte dei Paschi di Siena S.p.A. (MPS) has filed an Information Document pertaining to a significant acquisition transaction involving a voluntary totalitarian public exchange offer (VEO) for the shares of Mediobanca - Banca di Credito Finanziario S.p.A. This transaction includes a capital increase reserved specifically for shareholders of Mediobanca who participate in the offer, with the exclusion of pre-emption rights under Italian Civil Code provisions. The capital increase aims to offer newly issued MPS shares to Mediobanca shareholders, representing an estimated 60% of MPS's share capital post-transaction. This acquisition is part of MPS’s strategy to create a leading Italian banking champion by merging its retail and commercial banking operations with Mediobanca’s strengths in wealth management and investment banking. The initiative has received favorable opinions from the Related Party Transactions Committee and has been deemed a transaction of major importance due to its size and potential market impact. All necessary regulatory approvals and disclosures are being managed in accordance with legal requirements, including those from Consob.

Form Type: 425

Filing Date: 2025-02-04

Corporate Action: Acquisition

Type: New

Accession Number: 000095012725000014

Filing Summary: Banca Monte dei Paschi di Siena S.p.A. (MPS) has launched a voluntary public exchange offer for all ordinary shares of Mediobanca – Banca di Credito Finanziario S.p.A. This offer, announced on January 23, 2025, will relate to a maximum of 833,279,689 ordinary shares, representing 100% of Mediobanca's share capital. MPS proposes a consideration of 2.3 newly issued ordinary shares of MPS for each Mediobanca share tendered, amounting to an estimated valuation of €15.992 per Mediobanca share, which includes a premium relative to the last closing price before the announcement. The strategic rationale for the acquisition focuses on forming a banking champion in Italy, enhancing offerings in wealth management and investment banking, leveraging synergies, and optimizing financial performance through a combination of the two entities. The success aims to create a robust entity positioned among Italy's top three banking institutions, with noted industrial benefits and substantial expected synergies.