A decisive move was made by Mediobanca to alter the landscape of Italian finance when a €6.3 billion offer was launched to acquire Banca Generali, a prominent wealth management firm. The acquisition, it was announced, would be financed through the divestment of Mediobanca’s historic stake in the insurance giant Generali, which had been held since the 1950s. This stake, amounting to 13%, had positioned Mediobanca as the largest shareholder in Generali and had long been a focal point of contention within Italy’s financial elite.
By offering its Generali shares as consideration for the transaction, Mediobanca aimed to fully fund the acquisition without the need for external borrowing or equity dilution. This decision was viewed by financial analysts as a significant shift in Mediobanca’s strategic orientation, away from its traditional ties to the insurance sector and toward a more focused wealth management model. According to statements made by Mediobanca’s CEO, Alberto Nagel, the decision was driven in part by longstanding criticism—whether justified or not—that the bank had become overly dependent on its position within Generali.
It was further indicated by Nagel that the sale of this stake would enable the bank to resolve concerns about its corporate structure and investment strategy, marking what he described as a “financially sound” evolution of its business. The transaction was also portrayed as the culmination of a long-standing ambition by Mediobanca to bring Banca Generali fully under its wing. With Banca Generali valued at approximately €6.5 billion, the shareholding in Generali offered an equivalent economic exchange.
Generali itself holds a majority position in Banca Generali, controlling 50.2% of its shares. The recent success of Mediobanca in securing ten out of thirteen seats on the board of Generali, including the reappointment of CEO Philippe Donnet, was viewed as a major strategic advantage that could now be leveraged to advance discussions around the proposed deal. According to Nagel, formal conversations with both Generali and Banca Generali were expected to commence in the near future, and early signals from analysts, including those at Morgan Stanley, had suggested that the deal possessed a “coherent strategic fit.”
If the initial tender offer failed to attract sufficient interest from existing Banca Generali shareholders, it was indicated that Mediobanca would initiate a phased divestment of its Generali shares through market transactions. The funds generated from those sales would then be used to purchase additional shares in Banca Generali until a controlling threshold of 66.7% ownership was achieved. This dual-track approach demonstrated a clear determination to move forward with the acquisition, regardless of shareholder uptake in the first round of offers.
Meanwhile, the broader context of this move was shaped by the ongoing corporate struggle between Mediobanca and a powerful shareholder bloc led by construction tycoon Francesco Gaetano Caltagirone and Delfin, the investment arm of the influential Del Vecchio family. These shareholders, who collectively control approximately 17% of Generali and 27% of Mediobanca, have long been critical of Nagel’s leadership and strategy. Their most recent maneuver had been the accumulation of nearly 20% of Monte dei Paschi di Siena (MPS), the Tuscan bank backed by the Italian state, in what was widely interpreted as support for a competing bid to absorb Mediobanca.
It was stated by Nagel that the shareholders of Mediobanca now faced a clear decision between two distinct strategic visions. Those supporting the acquisition of Banca Generali would be endorsing a future in which wealth management was placed at the heart of Mediobanca’s operations. Conversely, the alternative proposal supported by Caltagirone and Delfin sought to merge Mediobanca’s consumer finance and investment banking activities with MPS’s extensive branch network.
Shareholders were expected to cast their votes on June 16, when approval for the Banca Generali acquisition would be formally considered. Should the proposal receive sufficient support, Mediobanca would proceed with its plan to transform its business model. In contrast, if the offer were rejected or undermined by competing proposals, the path forward could shift dramatically in favor of the MPS-backed strategy, with the hostile bid from Tuscany anticipated to follow just weeks later.
Regardless of the outcome, the proposed acquisition of Banca Generali marked a pivotal moment not only for Mediobanca but also for the wider Italian financial system. It represented a bold attempt to redefine the bank’s role in an evolving market where the emphasis was increasingly placed on asset and wealth management over traditional investment and corporate banking models. The success or failure of this endeavor would likely have far-reaching consequences for the balance of power among Italy’s financial institutions.
