Oops, what is Banca Generali? And why does Nagel speak of the pole of the « Wealth Management »?

There are those who call it a defensive offer to protect themselves from the public exchange offer, perceived as hostile by those who received it, launched by Montepaschi right on Mediobanca. Those who see it as a coherent industrial alliance between Mediobanca -Generali, always linked by a financial participation (13%) – with which Piazzetta Cuccia The main insurance group of the country is straight – which now would be dissolved to create a saving pivot managed under the hat of the institute led by Alberto Nagel. Maybe both thesis are true. Mediobanca, who has just launched an OPS on Banca Generalican no longer play in defense and to do so it moves on the pawn among the most valuable of the Lion of Triestean institute that has had an excellent bullish trend in the stock exchange in recent months to confirm the goodness of the strategy of the CEO Gian Maria Mossa.

The offer on Banca Generali

It is clear that the « petrified forest of banks », an old adage to define the swampy world of credit institutions, has now become an anachronistic phrase. Because with this move – a few days after the assembly of the insurance giant which decreed the victory of the list presented by Mediobanca (with the confirmation at the top of the Lion of Trieste both by President Andrea Sironi and of the CEO Philippe Kminit) – Mediobanca moves on Banca Generali after months of indiscretions and allegations. An offer that had been ventilated on several occasions by analysts and which now becomes concrete.

Operation of 6.3 billion euros

Mediobanca, therefore, has announced that it has launched a public exchange offer for the acquisition of Banca Generali, private bank controlled by Generali, for 6.3 billion euros. To do this, it finances the merger by selling general insurance actions for an equivalent value. The exchange offer translates, therefore, in a price of 54.17 euros per share, with an 11% prize compared to the last closure on the list of Banca Generali, returning from months of rally on the stock exchange.

Consultancy in the asset management

The operation aims to integrate, according to the will of the offerer, Banca Generali in the Wealth Management division (that is, the advice in the management of assets) of the Mediobanca Group. The go -ahead for the offer by the board of directors of Piazzetta Cuccia, however, took place with the abstention of the two expression councilors of the Delfin list (the holding of the old family). Sandro Panizza and Sabrina Pucci abstain were abstained, to report the different visions about the future of Generali itself and Mediobanca. It would be born, according to Banca Akros analysts, « the second operator in Italy »with active in management for 210 billion, revenues for 2 billion and with a growth capacity of over 15 billion Annui.

The assembly passage

The offer is conditioned to the approval of the ordinary assembly of Mediobanca, convened for next June 16, pursuant to article 104 of the TUF, which provides that, in case of offers, «The listed Italian companies whose securities are the subject of the offer refrain from carrying out deeds or operations that can counteract the achievement of the objectives of the offer». This is because the institute based in Piazzetta Cuccia is under « Passivity Rule » by virtue of the launch of the MPS offer on the same Mediobanca.

The minimum threshold of 50%+1 action for membership

But what are the conditions? The threshold is set to obtain a minimum of acceptance of 50% plus an action, obtaining the relative regulatory authorizations, the improvement of the collaboration agreements with Generali and Banca Generali and the assumption by Generali of a commitment on his own shares received in consideration for Lock-up for twelve months starting from the improvement of the offerwith regard to offer and placement operations with the indistinct public (including accelerated book Building operations). The planned synergies are estimated at around 300 million, of which 50% of costs and 28% from revenues and 22% from the funding.

What is happening in the Risiko

In a few months, therefore, we are faced with an unimaginable scope of changes. Privatization by the 15% of Montepaschi Treasury. That is preparing to get out of the public control sphere to become a market actor And to do so even the climb at Mediobanca tries, The investment of the same MPS in the capital by Banco BPM interested in moving as pivot for a possible third banking polethe consortium with the Holding of the Del Vecchio and Caltagirone, the Italian members already bulky in the shareholder of Generali and Mediobanca. And the choice of Unicredit, while buying general shares now holding a share of 6.5% of the Lion of Trieste, to launch a public subscription offer of 10.1 billion on Banco Bpm, perceived as hostile by the group’s board of directors led by Giuseppe Castagna, who hypothesized 6 thousand redundancies in the event of aggregation.

The OPS of Montepaschi on Mediobanca

The most unpredictable of the operations, however, was the one launched by Montepaschi on the Banca di Piazzetta Cuccia. A public offer on Mediobanca of 13.3 billion, custodian, we said, in turn 13% of Generali. In the operation they play a decisive role precisely Caltagirone and the family of the old man who, as a whole, hold 27.6% of Mediobanca and 16.9% of Generali.