MPS Buys Majority Stake in Mediobanca for $15.93 Billion

Banca Monte dei Paschi di Siena (MPS) has acquired 86.33% of its rival Banca di Credito Finanziario Società per Azioni (Mediobanca’s) capital after the closing of the public tender offer, the Italian Stock Exchange announced at the end of the final phase of the transaction.

The merger of the two Italian banks was confirmed after the stock market closed on Monday and secured MPS’s control over the major Italian investment bank and opens the door to a possible merger between the two. Mediobanca shares fell 2.6% today, while MPS shares fell around 1%, Spanish daily CincoDais reported.

The takeover bid is valued at $15.93 billion, and although it was considered ‘hostile’ by Mediobanca’s management, some of its executives ended up selling their shares, which precipitated the resignation of its CEO, Alberto Nagel, who opposed it.

MPS had already secured control of the entity on September 8 by raising 62.3% of its capital, but in this second phase, it has managed to approach 90%, remaining at 86.3%, the report said.

To this end, it had increased its offer by $1.06 in cash per share, adding that amount to the initial exchange offer of 2.533 new MPS shares for each Mediobanca share.

Sensational Acquisition

The transaction has shaken the market in recent months as it was launched by a bank, MPS, that had to be rescued from bankruptcy by the state in 2017. Therefore, it has enjoyed the support of Giorgia Meloni’s government, as the Italian state controls 11.73% of MPS since the public bailout, a share that has been decreasing in recent years from the initial 68%.

“Furthermore, the takeover bid has also been approved by two other major shareholders of MPS, the Gaetano Caltagirone group (9.96%) and the Del Vecchio family, which controls 9.86%,” the report added.

Mediobanca is the largest Italian investment bank, founded in 1946 to help rebuild the country after World War II. It is also of interest as the largest shareholder in the insurance group Generali, holding 13.22% of its capital.

ECB Conditions

It may be recalled that the European Central Bank (ECB) approved the MPS bid in June 2025 but imposed stringent conditions, according to AIInvest.

If shareholder acceptance falls below 50%, MPS must submit a report confirming “de facto control” of Mediobanca or outline a stake management strategy. If acceptance exceeds 50%, MPS has six months to present a detailed integration plan.

These conditions reflected the ECB’s skepticism toward MPS, a bank that has relied on state bailouts in the past.

Meanwhile, the European Commission is investigating whether the Italian government’s 2024 sale of a 15% MPS stake to Mediobanca shareholders—including the Del Vecchio and Caltagirone families—constituted unfair treatment or state aid. 

The Commission’s probe could force the reversal of the stake sale or impose additional conditions, destabilising MPS’s capital base and complicating the merger.

For investors, this regulatory uncertainty is a red flag and a negative outcome in the state aid investigation could trigger a sell-off in MPS shares, while a favourable ruling might embolden the bank to push harder for control of Mediobanca.