Mps Launches Tender Offer for Mediobanca with JP Morgan and UBS Support
Deal News | Jan 24, 2025 | Finance Community IT - 1 Corporate M&A
Monte dei Paschi di Siena (Mps) has launched a voluntary public exchange offer for all outstanding ordinary shares of Mediobanca placed on Euronext Milan. Serving as financial advisors are J.P. Morgan Securities plc and UBS Europe SE. Mps offers a per-share consideration of 2.300 new ordinary shares of the Offeror for each Mediobanca share tendered. Based on Mps' share closing price on January 23, 2025, the offer values each Mediobanca share at 15.992 euros, representing a premium of 5.03% over Mediobanca's closing price on the same date. The deal aims to accelerate the use of deferred tax assets (DTA) by Mps, with an estimated net present value of 1.2 billion euros for Mediobanca's shareholders participating in the Offer. One-time integration costs are estimated at 0.6 billion euros before taxes in the first year. The merger with Mediobanca will create a leading national entity among the top three banks in Italy by total assets and other financial metrics. The new group will leverage Mediobanca's expertise in Wealth Management, Corporate & Investment Banking, and Consumer Finance, alongside Mps' Retail and Commercial Banking strengths. This combination is set to enhance service offerings and product base, as well as market penetration. Furthermore, the merged entity will play a significant role in asset gathering through the amalgamation of Banca Widiba with Mediobanca Premier. With diversified revenues and increased resilience, the new entity aims to be competitive across various market conditions. The offer represents a strategic move amid ongoing consolidation in the Italian banking sector known as 'risiko bancario'.
Sectors
- Banking
- Financial Advisory
Geography
- Italy – The transaction involves Italian banking institutions Mps and Mediobanca and reflects the ongoing consolidation in the Italian financial sector.
- Euronext Milan – Mediobanca shares are listed on Euronext Milan, making it a geographical focal point for the transaction.
Industry
- Banking – The article discusses a significant acquisition and consolidation move within the banking sector in Italy, involving leading Italian banks, Mps and Mediobanca.
- Financial Advisory – J.P. Morgan and UBS are involved as financial advisors in the transaction, highlighting the role of financial advisory firms in M&A activities within the banking sector.
Financials
- 15.992 euros – Valuation per Mediobanca share based on Mps's offer.
- 5.03% – Premium offered by Mps over Mediobanca's closing share price.
- 1.2 billion euros – Estimated net present value for Mediobanca shareholders participating in the offer.
- 0.6 billion euros – Estimated one-time integration costs before taxes for the first year.
Participants
| Name | Role | Type | Description |
|---|---|---|---|
| Monte dei Paschi di Siena (Mps) | Bidding Company | Company | An Italian bank making a public offer for Mediobanca's shares. |
| Mediobanca | Target Company | Company | An Italian bank that is the target of Mps's public exchange offer. |
| J.P. Morgan Securities plc. | Financial Advisor | Company | Serving as a financial advisor to Mps for the Mediobanca acquisition. |
| UBS Europe SE | Financial Advisor | Company | Serving as a financial advisor to Mps for the Mediobanca acquisition. |
| Banco BPM | Other Company | Company | A company previously involved in transactions and holds a 5% stake in Mps. |
| UniCredit | Other Company | Company | An Italian bank involved in various sector transaction activities. |
| Ministry of Economy and Finance | Shareholder | Government | Holds the largest share in Mps, at 11.7%. |
| Delfin | Shareholder | Company | Owns stakes in both Mps (9.78%) and Mediobanca (19.81%). |
| Caltagirone | Shareholder | Company | Owns stakes in both Mps (5%) and Mediobanca (9.98%). |