The deal, if completed, would create a significant wealth management firm with around €210 billion in client assets.
Mediobanca CEO Alberto Nagel told analysts on Monday that the acquisition had been a longstanding objective. He added that the structure and timing of the offer could also strengthen Mediobanca’s position against a potential hostile bid from Banca Monte dei Paschi di Siena SpA.
Italy’s financial sector has experienced a wave of consolidation since late 2023, with early activity focusing on Banco BPM SpA before shifting towards Generali. Investors, corporate leaders and government figures have increasingly sought influence over Generali, reflecting its central role in Italy’s insurance and financial markets.
Mediobanca, based in Milan, holds a 13% stake in Generali, making it the insurer’s largest shareholder. The holding has been a point of contention between Mediobanca and other major investors in Generali, including the family of the late Leonardo Del Vecchio and businessman Francesco Gaetano Caltagirone. Both investors also hold stakes in Mediobanca and have criticised the bank’s investment in Generali, arguing that it lacks strategic purpose. They have expressed support for Monte Paschi’s approach to Mediobanca.
Thomas Nienaber of MKP Advisors described Mediobanca’s offer as “all about Mediobanca defence”, noting that it adds further complexity to the ongoing contest for control of Generali.
Generali plays a major role in Italy’s financial system, managing more than €600 billion in assets, including over €30 billion in Italian government bonds, which are considered important for national savings and pensions.
Nagel said on Monday that the move was not a direct response to previous criticisms but acknowledged that the transaction would address concerns about Mediobanca’s exposure to Generali. The proposed deal would involve Mediobanca exchanging its Generali stake for shares in Banca Generali, 50.2% of which are owned by Generali. Approval from Generali’s board will be necessary for the transaction to proceed.
Nagel described Banca Generali as the “best M&A opportunity” for Mediobanca, saying it would accelerate the group’s transition towards a greater focus on wealth management services.
The latest move follows a series of bids across Italy’s finance sector, beginning with Banco BPM’s offer for Anima Holding SpA in November. Banco BPM itself became a target for UniCredit SpA soon afterwards. Separately, Monte Paschi made its move on Mediobanca, while BPER Banca SpA pursued Banca Popolare di Sondrio SpA.
Mediobanca plans to call a shareholder meeting on June 16 to seek approval for the proposed bid. The bank said the acquisition would increase its return on tangible equity to 20% from 14% and could deliver approximately €300 million in synergies.
A previous attempt by Mediobanca to acquire Banca Generali in 2020 was unsuccessful after Generali decided not to sell the unit, according to people familiar with the discussions at the time.
