Mediobanca-MPS: Approved Merger, Exit from Stock Exchange by 2026

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Mediobanca is preparing to leave the Milan Stock Exchange. The boards of directors of Mps and Mediobanca have approved a merger plan to incorporate Piazzetta Cuccia into the Siena-based institution. The exchange rate has been set at 2.45 shares of Monte dei Paschi for each share of Mediobanca, according to a company statement. The merger plan will be submitted for approval to the extraordinary shareholders’ meetings of both institutions, with the merger expected to be finalized by the finish of 2026.

Following the merger, the shareholding structure of Monte dei Paschi di Siena, accounting for the dilutive effect of the transaction, will be comprised of Delfin holding 16.1% of the capital, the Caltagirone Group at 9.4%, Blackrock at 4.6%, the Mef (Italian Ministry of Economy and Finance) at 4.5%, Banco Bpm at 3.4%, and a 62% free float. The banks stated this in a joint note. The decision comes after a lengthy period of speculation regarding the future of Mediobanca and its role within the Italian banking landscape.

Fusione coerente con il piano

The merger of Mediobanca “is consistent with the guidelines of the 2026-2030 industrial plan approved by Mps in February and, together with the reorganization operations, will allow for the full implementation of the pursuit of industrial and financial objectives and industrial synergies, equal to approximately 0.7 billion euros, as foreseen by the plan and already communicated by Mps to maximize value creation for all shareholders,” a statement from Mps read following the board approvals.

The merger, along with the reorganization operations, “aims to create a single integrated banking group, even as preserving the identities, brands and areas of excellence of the two institutions and their respective professional resources.”

The merger, which will result in Piazzetta Cuccia’s departure from the Milan Stock Exchange after 70 years, has received preliminary approval from committees overseeing related-party transactions and now requires approval from the extraordinary shareholders’ meetings of both banks.

Il premio per i soci del 3%

The exchange ratio, a joint statement noted, “takes into account the distribution of dividends relating to fiscal year 2025,” amounting to 0.86 euros for Mps and 0.63 euros for Mediobanca, and therefore incorporates a 3% premium over the current stock market valuation (net of dividend detachment). The strategic lines and profitability targets of the operation were confirmed, with the banks expecting it to be completed by the end of the year.