Tender Offer - BANCA MONTE DEI PASCHI DI SIENA SPA

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Form Type: 425

Filing Date: 2025-02-14

Corporate Action: Tender-offer

Type: New

Accession Number: 000095012725000020

Filing Summary: Banca Monte dei Paschi di Siena S.p.A. has announced the filing of a voluntary public exchange offer concerning all ordinary shares of Mediobanca - Banca di Credito Finanziario Sociètà per Azioni. The offer, announced on February 13, 2025, includes a consideration of 2.300 newly issued ordinary shares of Banca Monte dei Paschi for each share of Mediobanca tendered, based on a 5.03% premium over Mediobanca's recent share price. The Offer Document will be published after CONSOB's preliminary assessment. This exchange offer is only available to holders of Mediobanca shares in Italy and will not be promoted in certain countries including Canada and Japan, ensuring compliance with applicable regulations. Additional details indicated the global information agent and relevant contact details for shareholder inquiries will be available starting February 17, 2025.

Document Link: View Document

Additional details:

Subject Company: Mediobanca - Banca di Credito Finanziario SpA


Consideration: 2.300 newly issued ordinary shares per Mediobanca share


Mps Reference Price: Euro 6.9531


Mediobanca Reference Price: Euro 15.992


Premium: 5.03%


Offer Period Start: February 17, 2025


Global Information Agent Email: [email protected]


Global Information Agent Phone: 800 189 911


Form Type: 425

Filing Date: 2025-02-06

Corporate Action: Tender-offer

Type: New

Accession Number: 000110465925010163

Filing Summary: Banca Monte dei Paschi di Siena S.p.A has launched a voluntary public exchange offer for the ordinary shares of Mediobanca - Banca di Credito Finanziario S.p.A. The exchange offer proposes that for every 10 shares of Mediobanca tendered, 23 newly issued shares of Banca Monte dei Paschi will be offered at a price of €15.992 per Mediobanca share. This offer represents a premium of 5.03% over the Mediobanca share price as of January 23, 2025. The transaction aims to create a new national leader in the Italian banking sector by combining the strengths of both institutions, enhancing the diversification of services, and generating significant synergies estimated at around €0.7 billion per annum. This merger is positioned to offer tangible benefits to shareholders by supporting dividend payouts and enhancing profitability metrics while maintaining a strong capital position. Strategic rationales include the expansion of customer bases, product offerings, and the establishment of a more resilient banking model in light of increasing market consolidation. The expected timeline for the transaction includes regulatory approvals and a proposed closing by Q3 2025.

Document Link: View Document

Additional details:

Subject Company: Mediobanca - Banca di Credito Finanziario SpA


Commission File No: 132-02872


Offer Price Per Share: €15.992


Premium Percentage: 5.03%


Offer Ratio: 23 newly issued shares for every 10 Mediobanca shares tendered


Estimated Synergies: ~€0.7bn p.a. pre-tax


Capital Ratio: ~16% CET1


Shareholder Value Creation: up to 100% payout ratio


Form Type: 425

Filing Date: 2025-02-06

Corporate Action: Tender-offer

Type: New

Accession Number: 000110465925010164

Filing Summary: Banca Monte dei Paschi di Siena S.p.A. filed a tender offer for all ordinary shares of Mediobanca - Banca di Credito Finanziario Società per Azioni. The offer is aimed at enhancing collaboration with Mediobanca to leverage complementary strengths for growth and value creation. The tender offer will be regulated by Italian law and is intended to provide equal terms to all shareholders of Mediobanca. An official offer document is to be issued prior to the commencement of the offer period. The document details the financial performance of Banca Monte dei Paschi for the year-end 2024, revealing a net profit of €1,951 million, reflecting a 16.9% increase year-on-year. The report underscores solid operating performance and growth in revenues, alongside effective cost management measures. The release stresses the importance of reviewing official offer documents, as they will contain essential information regarding the offer, regulatory compliance, and shareholder obligations.

Document Link: View Document

Additional details:

Subject Company: Mediobanca - Banca di Credito Finanziario SpA


Commission File No: 132-02872


Financial Highlights: FY-24 net profit of €1,951m (+16.9% y/y) with solid operating performance and adjusted revenue growth.


Core Revenues: €3,821m, up +5.7% y/y driven by increased net interest income and fees.


Gross Operating Profit: €2,165m, reflecting a 10.8% increase y/y.


Total Commercial Savings: Over €9bn increase since the beginning of the year.


Networking Exclusions: The offer will not be disseminated in Canada, Japan, and Australia.


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