Mediobanca Shareholders Block Banca Generali Acquisition in High-Stakes Vote

In a decisive turn of events, shareholders of Mediobanca have formally rejected the proposed acquisition of Banca Generali, dealing a major blow to CEO Alberto Nagel’s strategic plan to reshape Italy’s wealth management landscape. The vote, held on August 21, 2025, saw a majority of shareholders opposing the deal, with a significant portion abstaining, effectively halting what would have been one of the largest consolidations in the sector.

The rejection not only derails Mediobanca’s ambition to become Italy’s largest wealth manager but also removes a key obstacle for Monte dei Paschi di Siena’s ongoing bid to acquire Mediobanca. The vote outcome reflects deep divisions among shareholders, particularly between Nagel’s supporters and powerful investor blocs led by the Del Vecchio and Caltagirone families.

Key highlights from the shareholder vote

- Mediobanca shareholders voted against the proposed acquisition of Banca Generali  
- Majority of votes cast were in opposition, with a notable number of abstentions  
- The deal would have created Italy’s largest wealth management firm  
- Opposition led by Delfin (Del Vecchio family) and Francesco Gaetano Caltagirone  
- Vote outcome weakens Mediobanca’s defense against Monte dei Paschi’s takeover bid  

Strategic context and deal rationale

The proposed acquisition of Banca Generali was announced in April 2025 as part of Mediobanca’s strategy to counter a hostile takeover attempt by state-backed Monte dei Paschi di Siena. By acquiring Banca Generali, Nagel aimed to significantly increase Mediobanca’s scale and valuation, making it less attractive and more expensive for MPS to pursue.

- Banca Generali specializes in private banking and wealth management  
- Deal intended to boost Mediobanca’s assets under management and client base  
- Acquisition seen as a defensive maneuver against MPS’s bid  
- Mediobanca hoped to consolidate its position in the Italian financial sector  

Investor opposition and voting dynamics

The vote was shaped by intense lobbying from both sides. Delfin, the holding company of the late Leonardo Del Vecchio, and Caltagirone, a major construction magnate, led the opposition, citing concerns over valuation, strategic fit, and governance transparency. Together, they control nearly 30 percent of Mediobanca’s capital and were joined by several pension funds and institutional investors.

- Delfin and Caltagirone opposed the deal citing lack of clarity and strategic misalignment  
- UniCredit, holding a small stake, abstained from voting, indirectly supporting the opposition  
- Proxy advisory firms ISS and PIRC had recommended approval, while Glass Lewis remained neutral  
- Estimated 40 percent of capital voted against, 30–35 percent in favor, remainder abstained  

Implications for Monte dei Paschi’s takeover bid

With the Banca Generali deal now off the table, Monte dei Paschi’s path to acquiring Mediobanca becomes less complicated. The failed acquisition removes a potential valuation barrier and signals internal discord within Mediobanca’s shareholder base, which MPS may leverage in its ongoing bid.

- MPS’s takeover bid for Mediobanca now faces fewer structural hurdles  
- Delfin and Caltagirone are also investors in MPS, aligning interests  
- Italian Treasury’s stake sale in MPS under judicial scrutiny adds complexity  
- Mediobanca’s weakened defense may accelerate MPS’s acquisition timeline  

Looking ahead

The rejection of the Banca Generali deal marks a pivotal moment in Italian finance, reshaping the competitive dynamics among major players. Mediobanca must now reassess its strategic options, including whether to pursue alternative mergers, divestitures, or defensive measures against MPS. Shareholder activism and governance transparency will likely remain central themes in the months ahead.

Sources: Investing.com, Yahoo Finance, Morningstar, MarketScreener.
 

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