MILAN (Reuters) – Monte dei Paschi di Siena said on Monday execution risks in its proposed bid for Mediobanca would be minimal given the lack of overlap, as it addressed criticism of the deal by a leading governance adviser.
On Friday, Institutional Shareholder Services (ISS) recommended Monte dei Paschi (MPS) shareholders vote against a share issue needed for the acquisition at the April 17 general meeting.
ISS said the deal could potentially create 3.3 billion euros ($3.6 billion) in additional value, but said that it was hard to achieve, citing the challenge of post-merger integration and the two groups’ “different business profile and culture”.
MPS has said the logic behind the deal is to create a diversified group with varied sources of revenue to withstand an increasingly challenging environment for banks.
A traditional retail bank with strong local roots, MPS was rescued by the state in 2017 and has since returned to profit and dividends under Chief Executive Luigi Lovaglio, who took over in 2022.
Under long-standing CEO Alberto Nagel, Mediobanca’s business has expanded into consumer finance and wealth management, next to its traditional corporate and investment banking activities.
Mediobanca derives a good chunk of yearly profits from its stake in insurer Generali.
In its rebuttal letter to the proxy adviser, MPS said that the “high complementary of the two business models significantly reduces the risk of execution.”
“The integration process is expected to encounter minimal disruption as it requires fewer efforts than standard M&A transactions involving overlapping businesses.”
The Tuscan bank also noted that its banking operations were bigger than Mediobanca’s in terms of assets, as it addressed ISS concerns aver Mediobanca’s larger size relative to that of its suitor.
“From an operational point of view, the transaction involves comparable businesses,” it said, reiterating its view that Mediobanca’s market value benefits from its 13% Generali stake.($1 = 0.9244 euros)
(Reporting by Valentina Za; editing by David Evans)
