Mediobanca Pursues 6.3 Billion Euro Exchange Offer for Banca Generali
Deal News | Apr 28, 2025 | Legal Community Italy
Mediobanca's Board of Directors has approved a voluntary public exchange offer for all ordinary shares of Banca Generali. The offer involves a swap of shares currently held in Assicurazioni Generali, boosting Mediobanca's transformation that began over a decade ago. The strategy aims to diversify Mediobanca's activities, focused on wealth management, investment banking, and consumer credit, establishing it as a leader in the Italian and European financial landscape. Legal advisory is provided by Chiomenti and Carlo Marchetti. The exchange ratio is set at 1.70 Generali shares per Banca Generali share, based on prices as of April 25, 2025, with an implied offer price of 54.17 euros per share, representing an 11.4% premium. The offer is contingent on several approvals, including a minimum acceptance of 50% + 1 share and regulatory clearances.
Sectors
- Banking
- Wealth Management
- Legal Services
Geography
- Italy – The transaction involves Italian companies Mediobanca, Banca Generali, and Assicurazioni Generali, making Italy the primary geography.
- Europe – Mediobanca's strategy aims to establish a leadership role in the European financial landscape.
Industry
- Banking – This sector encompasses banks and financial services companies. Mediobanca and Banca Generali are involved in banking and wealth management.
- Wealth Management – This industry involves managing investments and financial services for clients. The transaction aims to position Mediobanca as a leader in wealth management.
- Legal Services – Involves legal advisory and services. Chiomenti and Carlo Marchetti are providing legal counsel for this transaction.
Financials
- 6.3 billion euros – The value of the exchange offer placed by Mediobanca for Banca Generali.
- 54.17 euros per share – The implied offer price per share of Banca Generali, inclusive of an 11.4% premium on undisturbed prices.
- 11.4% – The premium over Banca Generali's undisturbed stock price as of April 25, 2025.
Participants
| Name | Role | Type | Description |
|---|---|---|---|
| Mediobanca | Bidding Company | Company | An Italian bank involved in investment banking and financial services, making a strategic bid for Banca Generali. |
| Banca Generali | Target Company | Company | An Italian bank focused on private banking, targeted by Mediobanca's exchange offer. |
| Assicurazioni Generali | Other Company | Company | An Italian insurance company whose shares are proposed as consideration in the exchange offer. |
| Chiomenti | Legal Advisor | Company | A law firm providing legal advisory services for the transaction. |
| Carlo Marchetti | Legal Advisor | Person | An individual providing legal advice alongside Chiomenti for this transaction. |
| Alberto Nagel | CEO | Person | The CEO of Mediobanca, announcing the strategic offer and statement of intent. |