Banca Monte dei Paschi di Siena SpA Chief Executive Officer Luigi Lovaglio and two prominent Italian investors allegedly coordinated actions to seize control of Mediobanca SpA and tighten their grip on Assicurazioni Generali SpA, according to documents compiled in a probe by Milan prosecutors.
Prosecutors describe an alleged multiyear strategy by billionaire Francesco Gaetano Caltagirone and Chairman Francesco Milleri of Delfin Sarl, two of the largest investors in Mediobanca and Generali, to take control of the Milan-based investment bank — with the ultimate goal of controlling Generali, Italy’s biggest insurer.
A key step in the plan was last year’s purchase of a Monte Paschi stake by Italy’s government, part of a process prosecutors described as orchestrated and lacking transparency.
After the purchase, Caltagirone and Milleri built up a deal in coordination with Lovaglio that allowed Monte Paschi to take over Mediobanca, without properly disclosing their alignment to the market to the potential detriment of other investors, according to the 35-page document seen by Bloomberg.
Prosecutors allege the project was executed in breach of Italian market rules and through coordinated behavior that was capable of influencing Mediobanca’s share price.
Monte Paschi completed the €17 billion ($19.7 billion) acquisition of Mediobanca in September, creating Italy’s third-largest lender by assets in a government-backed deal.
Milan prosecutors are investigating alleged market manipulation by Lovaglio, Milleri and Caltagirone and obstruction of regulators tied to Monte Paschi’s takeover of its smaller rival. Prime Minister Giorgia Meloni’s government and the Finance Ministry in Rome aren’t under investigation and none of the individuals or companies have been charged with wrongdoing.
Prosecutors allege that concealed coordination meant the participants didn’t have to pool their stakes and allowed them to avoid the obligation to launch a costly mandatory cash takeover bid once their combined stake surpassed the 25% threshold in Mediobanca.
Monte Paschi said Thursday the bank “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.” Caltagirone Group said its representatives “consistently acted in accordance with the rules governing the market.”
All declined to comment further when reached by Bloomberg outside business hours on Saturday.
The documents trace the origins of the project back almost a decade.
Delfin and the Caltagirone group have been significant shareholders since at least 2016. Starting in 2019, they allegedly pursued control through parallel and coordinated investments in both Generali and its main shareholder, Mediobanca.
Mediobanca is the largest shareholder in Generali with a 13.2% stake. Delfin — the Del Vecchio family’s holding company — owns 10.1% of the insurer and Caltagirone controls 6.3%, according to Generali’s website.
Delfin also holds 17.5% in Monte Paschi and Caltagirone has a 10.3% stake, making them among that bank’s largest shareholders — and both built sizeable positions in Mediobanca before committing their shares to the offer.
The overlapping stakes created a dense web of influence linking Italy’s largest insurer, its main shareholder Mediobanca and Monte Paschi — the vehicle used in the takeover.
Investigators allege the two camps gradually converged, with stakes in Generali and Mediobanca rising in lockstep and their voting behavior becoming increasingly aligned.
Treasury Role
The strategy entered its final phase in November 2024, when Italy’s Treasury sold a 15% stake in Monte Paschi through an accelerated bookbuilding, according to the documents, elements of which were reported earlier by Corriere della Sera.
Prosecutors say the sale was structured in a way that favored buyers aligned with the Mediobanca takeover plan — namely Caltagirone and Delfin, which offered the same price for the same number of shares within minutes of each other.
A rapid closing of the order book shut out other interested investors such as UniCredit SpA and BlackRock Inc.
While the Finance Ministry and its representatives aren’t under investigation, the document cites the government’s role, arguing the sale was characterized by “opacity and anomalies.”
The sale appeared steered toward predetermined buyers, raising questions over potential conflicts of interest given the Treasury’s dual role as both seller of the stake and late backer of Monte Paschi’s offer, according to the court documents.
Italy’s Finance Ministry acted in compliance with rules and procedures, an official told Bloomberg on Saturday when asked to comment on the investigation.
Source: Mint