Published by Global Banking & Finance Review®
Posted on June 3, 2025
3 min readLast updated: January 23, 2026
Caltagirone urges Mediobanca to delay its shareholder vote on acquiring Banca Generali, citing incomplete partnership terms with Generali.
By Gianluca Semeraro
MILAN (Reuters) -Italian tycoon Francesco Gaetano Caltagirone, a leading investor in Mediobanca, on Tuesday called on the merchant bank's board to delay a shareholder vote on the bid for the private bank Banca Generali.
The bid is of one of several takeover attempts rocking Italy's financial sector as banks bet on cost savings after higher interest rates fuelled record profits in recent years.
Mediobanca in April proposed buying Banca Generali to stave off a buyout bid by Monte dei Paschi di Siena (MPS).
It plans to finance the deal by tendering its 13% stake in Italy's top insurer Generali, which is the controlling shareholder in the private bank.
The move would sever the historic tie between Mediobanca and Generali focusing the merchant bank, which has traditionally relied on the insurer for a big chunk of its profits, on wealth management.
MPS, a bailed-out lender in which Caltagirone is also a shareholder, in January bid to buy bigger rival Mediobanca.
Due to the MPS bid and Italian corporate takeover rules, Mediobanca must first seek shareholders' approval to pursue the Banca Generali deal and has called a meeting on June 16 to vote on the plan.
Under the deal, Mediobanca has said it would sign a partnership agreement with Generali to distribute insurance and asset management products.
Banca Generali operates through a network of financial advisers.
Caltagirone, who last week expressed a negative view on the industrial rationale of the deal, urged Mediobanca's board to postpone the vote scheduled for June 16 until the partnership agreement is finalised.
He is also a key investor in Generali.
The economic terms of the partnership "are neither available nor known despite being an essential part of the offer," Caltagirone's holding company VM 2006 said in statement.
A source at Mediobanca said that "convening the shareholders' meeting before negotiating the distribution agreements, a process that could take months, is a choice made with the sole aim of transparency toward the financial markets, the supervisory authorities and the counterparty."
"It is not clear," the source added, "why the counterparty would negotiate distribution agreements without knowing whether Mediobanca's shareholders support the offer."
Proxy advisers ISS and PIRC last week recommended Mediobanca institutional investors vote in favour of the bid for Banca Generali.
A group of Italian shareholders in Mediobanca, who signed a consultation agreement over a combined 11.9% stake in the bank, meets on Wednesday to discuss the deal.
(Reporting by Gianluca Semeraro; Editing by Valentina Za)
Caltagirone urged Mediobanca's board to postpone the shareholder vote scheduled for June 16 until the partnership agreement with Generali is finalized.
Mediobanca must seek shareholder approval to pursue the Banca Generali deal due to the MPS bid and Italian corporate takeover rules.
The partnership agreement with Generali is crucial as it involves the distribution of insurance and asset management products, which are essential to the proposed acquisition.
Caltagirone expressed a negative view on the industrial rationale of the deal and highlighted that the economic terms of the partnership were not known.
Mediobanca has called a meeting for shareholders to vote on the Banca Generali deal, but Caltagirone's request for a delay may impact the timeline.
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