Shares of Mediobanca (BIT:MDBI) surged more than 8% on Wednesday after Monte dei Paschi di Siena (MPS) (BIT:BMPS) announced it will move to take full ownership of the Milan-based merchant bank and remove it from the stock exchange. The decision follows weeks of uncertainty about Mediobanca’s future under MPS’s expanded ownership.
What MPS has done so far
MPS accumulated an 86% stake in Mediobanca last year through a transaction valued at roughly $19 billion. That enlarged holding substantially reduced the free float in Mediobanca, prompting questions about the logic of keeping the bank publicly listed.
Board decision and internal resistance
After earlier indications that the listing decision remained under review, MPS confirmed that its board has chosen to proceed with a delisting. The plan has faced opposition from some investors, analysts and members of Mediobanca’s management, and generated internal divisions. Directors associated with investor Francesco Gaetano Caltagirone were among those who opposed a full integration of the lender into MPS.
How the restructure will work
MPS did not specify the mechanism it will use to acquire the roughly 14% of Mediobanca shares it does not currently own. The group will, once the process is completed, merge Mediobanca into the enlarged group and establish a new unlisted company to hold private and investment banking operations under the Mediobanca brand. That unlisted vehicle will also retain Mediobanca’s 13% stake in Italian insurer Generali.
Legal and financial considerations
Because MPS did not reach the legal threshold required for an automatic delisting, it cannot compel minority shareholders to sell at the original offer price. This legal limit leaves MPS with a choice: continue supporting a separate public listing for the reduced-free-float entity, or buy out the remaining shareholders, potentially at a premium. The bank will need to weigh the costs of each route.
Next steps and timing
MPS is expected to present a strategic plan for the combined group on February 27. The bank has not provided additional details on timing or the financial terms for acquiring the remaining minority stake.