Italian Prosecutors Allege Coordinated Takeover Plot Involving Major Banks
Milan prosecutors allege that Banca Monte dei Paschi di Siena CEO Luigi Lovaglio coordinated with prominent Italian investors Francesco Gaetano Caltagirone and Delfin’s Francesco Milleri to seize control of Mediobanca SpA and tighten their grip on insurer Assicurazioni Generali SpA.
Key Takeaways
- Prosecutors claim a multiyear strategy aimed at controlling Mediobanca to dominate Generali
- Alleged concealed coordination helped avoid mandatory takeover bid requirements
- Government stake sale in Monte Paschi allegedly favored predetermined buyers
- No charges have been filed; all parties deny wrongdoing
The Alleged Conspiracy
According to a 35-page document seen by Bloomberg, prosecutors describe an elaborate plan where Caltagirone and Milleri – two of the largest investors in both Mediobanca and Generali – worked with Lovaglio to enable Monte Paschi’s takeover of Mediobanca. Investigators claim this coordination wasn’t properly disclosed to markets, potentially harming other investors.
The alleged scheme violated Italian market rules through behavior that could influence Mediobanca’s share price. The concealed coordination allowed participants to avoid pooling their stakes and launching a costly mandatory cash takeover bid when their combined stake surpassed 25% in Mediobanca.
Major Banking Merger
Monte Paschi completed its €17 billion ($19.7 billion) acquisition of Mediobanca in September, creating Italy’s third-largest lender by assets in a government-backed deal. Prosecutors are investigating alleged market manipulation and obstruction of regulators related to this takeover.
Prime Minister Giorgia Meloni’s government and the Finance Ministry aren’t under investigation, and no individuals or companies have been charged with wrongdoing.
Corporate Responses
Monte Paschi stated it “is confident it can provide all the necessary information to clarify the correctness of its actions.” Delfin said its board “always acted in full compliance with market rules and laws,” while Caltagirone Group maintained its representatives “consistently acted in accordance with the rules governing the market.”
Complex Shareholding Web
The documents trace the project’s origins back nearly a decade. Delfin and Caltagirone group have been significant shareholders since at least 2016, with prosecutors alleging they pursued control through parallel investments in both Generali and its main shareholder, Mediobanca, starting in 2019.
Current stakes create an intricate network: Mediobanca holds 13.2% of Generali, Delfin owns 10.1%, and Caltagirone controls 6.3%. Meanwhile, Delfin holds 17.5% in Monte Paschi and Caltagirone has 10.3%, making them among the bank’s largest shareholders.
Government Stake Sale Under Scrutiny
The strategy’s final phase allegedly occurred in November 2024 when Italy’s Treasury sold a 15% stake in Monte Paschi. Prosecutors claim the accelerated bookbuilding was structured to favor buyers aligned with the Mediobanca takeover plan.
Court documents indicate Caltagirone and Delfin offered the same price for identical share quantities within minutes, while a rapid order book closure excluded other interested investors like UniCredit SpA and BlackRock Inc. Prosecutors described the sale as characterized by “opacity and anomalies,” raising conflict of interest questions given the Treasury’s dual role as stake seller and Monte Paschi deal backer.
Italy’s Finance Ministry maintains it acted in compliance with all rules and procedures.
