European Event-Driven Analyst

Jesus Rodriguez Aguilar

Event-Driven

<ul>
<li>Hostile Takeover Attempt: BMPS launched a €13.3B all-share bid for Mediobanca, offering a 5% premium, but Mediobanca rejected it, citing governance conflicts and strategic misalignment.</li>
<li>Shareholder and Dilution Risks: BMPS shareholders face 39.3% dilution, while Delfin and Caltagirone’s post-merger 24% stake raises governance concerns, potentially sidelining smaller investors.</li>
<li>The deal faces integration risks, and Mediobanca’s shareholder resistance, with BMPS’s falling stock price erasing the initial premium, making success increasingly uncertain.</li>
</ul>


Hostile Takeover Attempt: BMPS launched a €13.3B all-share bid for Mediobanca, offering a 5% premium, but Mediobanca rejected it, citing governance conflicts and strategic misalignment.
Shareholder and Dilution Risks: BMPS shareholders face 39.3% dilution, while Delfin and Caltagirone’s post-merger 24% stake raises governance concerns, potentially sidelining smaller investors.
The deal faces integration risks, and Mediobanca’s shareholder resistance, with BMPS’s falling stock price erasing the initial premium, making success increasingly uncertain.


BMPS's Hostile Takeover Bid for Mediobanca: Strategic and Financial Implications

<ul>
<li>Proposed Deal Details: BMPS launched a €13.3B all-share offer for Mediobanca, offering a 5% premium per share. Post-merger, BMPS shareholders would own 40% of the combined entity.</li>
<li>Strategic Rationale: The merger aims to create a diversified financial powerhouse, achieving €700M in annual synergies and accelerating BMPS’s €2.9B deferred tax asset utilization for shareholder value creation.</li>
<li>Challenges and Risks: Insufficient premium, integration complexities, and shareholder dilution concerns cast doubt on deal success, alongside Mediobanca’s superior growth prospects and market positioning.</li>
</ul>


Proposed Deal Details: BMPS launched a €13.3B all-share offer for Mediobanca, offering a 5% premium per share. Post-merger, BMPS shareholders would own 40% of the combined entity.
Strategic Rationale: The merger aims to create a diversified financial powerhouse, achieving €700M in annual synergies and accelerating BMPS’s €2.9B deferred tax asset utilization for shareholder value creation.
Challenges and Risks: Insufficient premium, integration complexities, and shareholder dilution concerns cast doubt on deal success, alongside Mediobanca’s superior growth prospects and market positioning.


Monte Dei Paschi Di Siena’s €13.3 Billion Bid for Mediobanca: First Take

<ul>
<li>Mediobanca’s €6.3bn all-share offer for Banca Generali transforms its strategic profile, shifting focus to wealth management while creating a strong industrial partnership with Generali through a stake divestment.</li>
<li>The deal offers a 4.6% gross spread and an estimated 9.4% annualized return over a six-month timeline, underpinned by €660 million synergies that exceed the acquisition premium.</li>
<li>Shareholder approval remains uncertain due to opposition from major investors Delfin and Caltagirone, making institutional support critical as Mediobanca fends off BMPS’s competing, state-aligned hostile bid.</li>
</ul>


Mediobanca’s €6.3bn all-share offer for Banca Generali transforms its strategic profile, shifting focus to wealth management while creating a strong industrial partnership with Generali through a stake divestment.
The deal offers a 4.6% gross spread and an estimated 9.4% annualized return over a six-month timeline, underpinned by €660 million synergies that exceed the acquisition premium.
Shareholder approval remains uncertain due to opposition from major investors Delfin and Caltagirone, making institutional support critical as Mediobanca fends off BMPS’s competing, state-aligned hostile bid.


A Wealth of Moves: Mediobanca Bets on Banca Generali Strength to Outflank BMPS

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>It was confirmed on Friday afternoon <a href="https://www.smartkarma.com/entities/fast-retailing-co-ltd" target="_blank" data-smartkarma-citation="entities:751" rel="noopener">Fast Retailing (9983 JP)</a> was a single cap move, NOT a double-capping in a single Review. That limits the sell down.</li>
<li>Chemist Warehouse's reverse buyout of pharmacy wholesaler <a href="https://www.smartkarma.com/entities/sigma-healthcare-ltd" target="_blank" data-smartkarma-citation="entities:15966:1" rel="noopener">Sigma Healthcare (SIG AU)</a> is now all-but complete.</li>
<li>
<a href="https://www.smartkarma.com/entities/takeda-pharmaceutical-co-ltd" target="_blank" data-smartkarma-citation="entities:11747:1" rel="noopener">Takeda Pharmaceutical (4502 JP)</a> announced decent results, decently upgraded guidance in both IFRS/GAAP terms and in Core/Adjusted terms (less impressive uplift in Adjusted/Analysed terms). They also announced a ¥100bn buyback.</li>
</ul>


It was confirmed on Friday afternoon Fast Retailing (9983 JP) was a single cap move, NOT a double-capping in a single Review. That limits the sell down.
Chemist Warehouse's reverse buyout of pharmacy wholesaler Sigma Healthcare (SIG AU) is now all-but complete.

Takeda Pharmaceutical (4502 JP) announced decent results, decently upgraded guidance in both IFRS/GAAP terms and in Core/Adjusted terms (less impressive uplift in Adjusted/Analysed terms). They also announced a ¥100bn buyback.


Last Week in Event SPACE: Fast Retailing, Sigma, Takeda Pharmaceutical, WH Group

Shinko Electric Industries / Event-Driven

<ul>
<li>JIC announced a "mid-February" start date for <a href="https://www.smartkarma.com/entities/shinko-electric-industries" target="_blank" data-smartkarma-citation="entities:15066:1" rel="noopener">Shinko Electric (6967 JP)</a>'s Tender Offer. That's a trifle disappointing based on when SAMR approved, but there are lots of people involved here.</li>
<li>What has been the long-term trend and the trend of the last two years is different. Be long <a href="https://www.smartkarma.com/entities/tsuruha-holdings-inc" target="_blank" data-smartkarma-citation="entities:9536:1" rel="noopener">Tsuruha (3391 JP)</a>, short <a href="https://www.smartkarma.com/entities/welcia-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:20895:1" rel="noopener">Welcia (3141 JP)</a> until above 4.5x, maybe 4.8x.</li>
<li>
<a href="https://www.smartkarma.com/entities/macromill-inc" target="_blank" data-smartkarma-citation="entities:24026:1" rel="noopener">Macromill, Inc (3978 JP)</a>'s reward/risk ratio over the next year of buying at ¥1,250 and seeing what happens is quite good, especially if the deal breaks.</li>
</ul>


JIC announced a "mid-February" start date for Shinko Electric (6967 JP)'s Tender Offer. That's a trifle disappointing based on when SAMR approved, but there are lots of people involved here.
What has been the long-term trend and the trend of the last two years is different. Be long Tsuruha (3391 JP), short Welcia (3141 JP) until above 4.5x, maybe 4.8x.

Macromill, Inc (3978 JP)'s reward/risk ratio over the next year of buying at ¥1,250 and seeing what happens is quite good, especially if the deal breaks.


Last Week in Event SPACE: Shinko Elec, Tsuruha/Welcia, Macromill, Sun Corp/Cellebrite, MicroStrategy

Italy

Mediobanca S.p.A. is an investment bank in Italy, offering advisory services to domestic and international customers, and providing finance in its various forms from more traditional bank credit to the most sophisticated solutions available on capital markets. Banking activities on the retail side include consumer credit and mortgages offered alongside deposit gathering and wealth management.

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Mediobanca SpA (MB IM)

BMPS's Hostile Takeover Bid for Mediobanca: Strategic and Financial Implications

BMPS's hostile takeover bid for Mediobanca faces governance conflicts, dilution risks, and shareholder resistance, with integration challenges and...

Jesus Rodriguez Aguilar

Monte Dei Paschi Di Siena’s €13.3 Billion Bid for Mediobanca: First Take

BMPS offers €13.3B all-share deal for Mediobanca, aiming to create financial powerhouse with €700M synergies but faces challenges with premium,...

Jesus Rodriguez Aguilar

A Wealth of Moves: Mediobanca Bets on Banca Generali Strength to Outflank BMPS

Clean 4.6% gross spread, 9%+ annualized return; hedge via Generali short; low reg risk; key event is 16 June EGM. Main risk: shareholder block via...

Jesus Rodriguez Aguilar

Last Week in Event SPACE: Fast Retailing, Sigma, Takeda Pharmaceutical, WH Group

It’s Sunday! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed during the...

David Blennerhassett

Last Week in Event SPACE: Shinko Elec, Tsuruha/Welcia, Macromill, Sun Corp/Cellebrite, MicroStrategy

It’s Sunday! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed during the...

David Blennerhassett

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

BMPS's Hostile Takeover Bid for Mediobanca: Strategic and Financial Implications

​BMPS's hostile takeover bid for Mediobanca faces governance conflicts, dilution risks, and shareholder resistance, with integration challenges and...

Jesus Rodriguez Aguilar

Monte Dei Paschi Di Siena’s €13.3 Billion Bid for Mediobanca: First Take

​BMPS offers €13.3B all-share deal for Mediobanca, aiming to create financial powerhouse with €700M synergies but faces challenges with premium,...

Jesus Rodriguez Aguilar

A Wealth of Moves: Mediobanca Bets on Banca Generali Strength to Outflank BMPS

Clean 4.6% gross spread, 9%+ annualized return; hedge via Generali short; low reg risk; key event is 16 June EGM. Main risk: shareholder block via...

Jesus Rodriguez Aguilar

Last Week in Event SPACE: Fast Retailing, Sigma, Takeda Pharmaceutical, WH Group

It’s Sunday! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed during the...

David Blennerhassett

Last Week in Event SPACE: Shinko Elec, Tsuruha/Welcia, Macromill, Sun Corp/Cellebrite, MicroStrategy

It’s Sunday! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed during the...

David Blennerhassett

BMPS's hostile takeover bid for Mediobanca faces governance conflicts, dilution risks, and shareholder resistance, with integration challenges and...

BMPS offers €13.3B all-share deal for Mediobanca, aiming to create financial powerhouse with €700M synergies but faces challenges with premium,...