Mediobanca shareholders reject bid to acquire Banca Generali

Mediobanca shareholders rejected a roughly €7bn proposal to acquire wealth manager Banca Generali in a pivotal vote on Thursday.

The Milanese bank said that 35% of investors accepted the proposal, just shy of the 50% plus one vote needed to pass. 32% of investors abstained, while 10% rejected the proposal.

The outcome could threaten Mediobanca’s independence as the bank seeks to fend off a takeover by Italian competitor Monte dei Paschi di Siena (MPS).

Mediobanca rejected the bid from its smaller rival in January, warning that it would be “strongly destructive” and weaken its business model. The proposed acquisition is — however — still on the cards, and Mediobanca investors have until September 8 to accept the offer.

Thursday’s vote suggests that many investors are not concerned about blocking the MPS deal. Mediobanca’s largest shareholder, the Del Vecchio family, abstained from the vote, while the second-largest shareholder, business mogul Francesco Gaetano Caltagirone, rejected the proposal to acquire Banca Generali.

Together, these two investors hold nearly 30% of Mediobanca, but they are also major shareholders in MPS and Banca Generali.

Asset manager Amundi, lender UniCredit, and Italian pension funds also abstained on Thursday.

Alberto Nagel, CEO of Mediobanca, said in a statement following the vote: “This is clearly an opportunity, for now, missed for the development of our bank and the Italian financial system.”

The Italian state had notably approved of the takeover, hoping that it would strengthen the country's banking sector.

Nagel added that the vote’s outcome could be attributed to shareholders "who expressed a clear conflict of interest in their engagement activities, putting (their interests) relating to other Italian situations/assets before those of Mediobanca shareholders”.

In June, Mediobanca had postponed the shareholder vote at the last minute as the proposal lacked sufficient support.

Mediobanca had planned to buy Banca Generali using its 13% stake in Generali, the bank’s parent company.