Mediobanca’s shareholders have rejected the bank’s proposed €6.3bn acquisition of Banca Generali, a blow to its efforts to block a hostile takeover by state-backed Monte dei Paschi di Siena (MPS). 

Chief executive Alberto Nagel has defined the failed bid as a missed opportunity for growth for both Mediobanca and the Italian financial sector at large.  

The Italian merchant bank had aimed to acquire the private banking arm of Assicurazioni Generali, initiating a offer earlier in the year with the goal of strengthening its position in the wealth management market. 

The financing plan for the acquisition involved Mediobanca offering its roughly 13% holding in Assicurazioni Generali.  

Additionally, the acquisition was intended as a move to counter an unsolicited bid from MPS, which had valued Mediobanca at €13.3bn in its January proposal.  

The offer, which was rejected by Mediobanca, will remain active until 8 September.  

During the shareholder meeting saw a turnout of 78% of Mediobanca’s share capital.  

However, the proposal failed to reach the 50% threshold: 10% of the votes were against it, with notable opposition from the Caltagirone Group, and 32% abstained from voting, including a substantial 20% from Delfin.  

Only 35% voted in favour of the proposal, and the remaining shareholders did not participate. 

Both Delfin, the investment vehicle representing the family of the late Leonardo Del Vecchio, and the second-largest shareholder, associated with Francesco Gaetano Caltagirone, abstained from the vote.  

These two shareholders, who together control around 28% of Mediobanca, also hold significant stakes in Assicurazioni Generali and MPS and are in favour of MPS’s bid for Mediobanca. 

Mediobanca CEO Alberto Nagel said: “An opportunity missed as a result of the vote expressed, in particular, by shareholders who also expressed a clear conflict of interest in their engagement activities, putting that relating to other Italian situations/assets before that of Mediobanca shareholders; In fact, it is evident from the vote that those who did not find themselves in this position expressed themselves in favour (market in the first place), in line with the recommendations of international proxy advisors.  

This is clearly an opportunity, for now, missed for the development of our Bank and the Italian financial system. We will continue to be focused on the execution of our “One Brand – One Culture” Plan, convinced of the generation of superior value compared to the alternative represented by the MPS offer”. 

This outcome follows the European Central Bank’s (ECB) approval for Mediobanca to proceed with the acquisition of Banca Generali. 

The ECB had also given the green light for the purchase of both direct and indirect stakes that collectively surpass 10% of the consolidated own funds of the Mediobanca Banking Group.