Finance
Italy's MPS, mediobanca approve merger plans after boardroom crisis
Published by Global Banking & Finance Review®
Posted on March 11, 2026
2 min readLast updated: March 11, 2026
Quick Summary
Monte dei Paschi di Siena (MPS) and Mediobanca boards resolved to pursue a full merger via share issuance and share-exchange, aiming to acquire the remaining 14% and delist Mediobanca.
MPS and Mediobanca Approve Full Merger After Shareholder Disputes
Details of the Merger and Shareholder Reactions
By Valentina Za
MILAN, March 11 (Reuters) - Italian banks Monte dei Paschi di Siena (MPS) and Mediobanca have approved steps toward a full merger, after tensions among shareholders and directors over the plan led the MPS board to vote against retaining its CEO.
Merger Terms and Share Exchange
MPS said late on Tuesday it would issue up to 1.6 billion euros ($1.9 billion) in new shares and offer Mediobanca investors 2.45 MPS shares for each Mediobanca share tendered. The aim is to buy the 14% of the partner it doesn't already own and take it private.
The exchange ratio implies a roughly 3% premium to Tuesday's closing prices when adjusted for dividend payments, Reuters calculations showed. Shares in both banks rose in early trade, bucking a weakening in the sector.
Leadership Changes and Boardroom Tensions
New CEO Sought
The full merger is in line with the strategy for the combined group MPS Chief Executive Luigi Lovaglio presented to investors on February 27, before the bank's board voted to deny him a new mandate.
MPS has put forward three alternative CEO candidates for shareholders to vote on in April, with no rival list presented so far.
Shareholder Influence
Lovaglio, who led the bank’s restructuring, its return to private ownership and the takeover of its larger rival, had won backing from top shareholder Delfin and Italy's Treasury but not from No. 2 investor, Francesco Gaetano Caltagirone.
Caltagirone did not view the full Mediobanca acquisition as a priority despite pressure from the European Central Bank to complete the plan, sources have previously said.
Strategic Implications and Future Structure
MPS will spin Mediobanca off into an unlisted unit, which will retain the Mediobanca brand, the wealth management, and investment banking businesses of the Milan lender it bought in a 16 billion euro cash‑and‑share deal.
The acquisition, eight years after MPS was rescued by the state, was the largest transaction in a consolidation wave reshaping Italy's banking sector.
Advisers and Transaction Details
MPS said Jefferies, JPMorgan, UBS, and Alvarez and Marsal acted as financial advisers, while Mediobanca worked with Morgan Stanley and Rothschild.
($1 = 0.8595 euros)
(Reporting by Valentina Za, editing by Andrei Khalip)
Key Takeaways
- •MPS will issue up to €1.6 billion in new shares and offer 2.45 MPS shares for each Mediobanca share, implying a ~3% premium.
- •The merger aligns with the industrial strategy outlined by CEO Luigi Lovaglio; three CEO candidates have been proposed for an April vote.
- •The full integration will establish Mediobanca as an unlisted subsidiary focused on corporate & investment and private banking activities, preserving the brand’s prestige.
Frequently Asked Questions about Italy's MPS, Mediobanca approve merger plans after boardroom crisis
1What is the main goal of the MPS and Mediobanca merger?
The merger aims for MPS to acquire the remaining 14% of Mediobanca it doesn't own, take it private, and integrate their businesses.
2How will the merger affect shareholders?
Mediobanca investors will receive 2.45 MPS shares for each Mediobanca share tendered, representing about a 3% premium.
3Why was there a boardroom crisis at MPS?
Tensions among shareholders led to the MPS board voting against retaining CEO Luigi Lovaglio due to differing views on the merger.
4Who are the financial advisers involved in the merger?
MPS is advised by Jefferies, JPMorgan, UBS, and Alvarez and Marsal, while Mediobanca worked with Morgan Stanley and Rothschild.
5What will happen to the Mediobanca brand post-merger?
Mediobanca will be spun off as an unlisted unit, keeping its brand and wealth management and investment banking businesses.
