Mediobanca - Banca Di Credito Finanziario S.p.a. · MIL:MB
Mediobanca - Banca Di Credito Finanziario — Mediobanca — Merger or Acquisition (July 2025)
44 slides from Mediobanca - Banca Di Credito Finanziario's merger presentation, Jul 14, 2025
Slide 1: Mediobanca's Board of Directors' Considerations on the Public Exchange Offer Promoted by MPS
MEDIOBANCA MEDIOBANCA’S BOARD OF DIRECTORS’ CONSIDERATIONS ON THE PUBLIC EXCHANGE OFFER PROMOTED BY MPS Milan, 14 July 2025
Slide 2: Disclaimer
DISCLAIMER NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN AUSTRALIA, CANADA OR JAPAN (OR IN ANY OTHER COUNTRIES, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION). THE INFO
Slide 3: Executive Summary
EXECUTIVE SUMMARY In the last decade, Mediobanca (“MB”) has constantly delivered on its strategy and targets MB KEY The extension of the “One Brand – One Culture” Business Plan to 2028 is the coherent continuation of a long-term value- STRENGTHS driven journey set to deliver further growth in revenu
Slide 4: Agenda
AGENDA Section 1. MB has a superior standalone investment case Section 2. MPS still presents significant risks Section 3. The combination of MPS and MB lacks strategic and financial rationale Section 4. MPS offer is inadequate Section 5. Closing remarks
Slide 5: "One Brand – One Culture" Strategic Road Map
“ONE BRAND – ONE CULTURE” STRATEGIC ROAD MAP MB has a superior standalone investment case Section 1 Growth in Wealth Management as a priority Mediobanca is now a strong player in the WM segment, with above market average growth rates due to a synergistic approach with CIB, an accelerated process of
Slide 6: Coherent and Stable Strategy, Consistently Over-Delivering on Targets
COHERENT AND STABLE STRATEGY, CONSISTENTLY OVER-DELIVERING ON TARGETS MB has a superior standalone investment case Section 1 BP 2023-26 BP 2013-16 BP 2016-19 BP 2019-23 Rolling 2028 “One Brand – “From Holding to “Long-Term “Distinctive “One Brand – One Culture” Banking Group” Value Player” Growth Pl
Slide 7: Best in Class Total Return for Shareholders
BEST IN CLASS TOTAL RETURN FOR SHAREHOLDERS UNDERPERFORMANCE AFTER THE OPS ANNOUNCEMENT MB has a superior standalone investment case Section 1 400 % Pre Ann.: +233% TSR vs. +144% FTSE Italia Banche 350 % Post Ann: +26% TSR vs. +28% FTSE Italia Banche 300 % 250 % 200 % 150 % 100 % 50 % 0% (50)% (100)
Slide 8: MB Effective Business Model
MB EFFECTIVE BUSINESS MODEL STRONG POSITIONING AND DISTINCTIVE STRENGTHS TO CAPITALIZE ON MARKET OPPORTUNITIES MB has a superior standalone investment case Section 1 Opportunity: vast financial wealth of Italian households (€6tr), largely unmanaged Wealth MB positioning: fast growing thanks to its p
Slide 9: Long-Term Value-Driven Journey
LONG-TERM VALUE-DRIVEN JOURNEY… CONTINUING OUR «ONE BRAND-ONE CULTURE» MB has a superior standalone investment case Section 1 Revenues trend (€bn) up ~20% 4.4 +2x 3.7 3.3 2.5 1.0 2.0 0.9 0.7 1.2 0.6 1.0 0.6 0.8 0.5 0.3 1.3 1.5 0.9 1.0 1.1 FY16 FY19 FY23 FY25E FY28E CF WM CIB INS HF&Other BP 2016-19
Slide 10: Enabling €5bn Distribution, >30% Cumulative Yield in 3Y and DPS Doubling
…ENABLING €5BN DISTRIBUTION, >30% CUMULATIVE YIELD IN 3Y AND DPS DOUBLING IN 3Y… MB has a superior standalone investment case Section 1 Cash DPS trajectory (€) 3Y Total distribution: €5bn Cash dividend: €4.5bn + SBB (€0.4bn²) Total pay-out 100% o.w. cash pay-out 70% Cash ordinary pay-out 100% 70% 70
Slide 11: Remunerating MB Investors with High Industry Returns
… REMUNERATING MB INVESTORS WITH HIGH INDUSTRY RETURNS MB has a superior standalone investment case Section 1 TOP20 banks ranked by >30% cumulative dividends ’25E-28E / Market cap MB: Top ranked Avg: ~20% EU for cash yield… Peer1 Peer2 Peer3 Peer4 Peer5 Peer6 Peer7 Peer8 Peer9 MB Peer10 Peer11 Peer1
Slide 12: Agenda
AGENDA Section 1. MB has a superior standalone investment case Section 2. MPS still presents significant risks Section 3. The combination of MPS and MB lacks strategic and financial rationale Section 4. MPS offer is inadequate Section 5. Closing remarks
Slide 13: MPS Key Focus Areas
MPS KEY FOCUS AREAS MPS still presents significant risks Section 2 ♦ Over €25bn capital increases in last 20 years, including various State aids 1 A bank with a ♦ Market share dropped in last decade by c.1/3 both on loans (from ~7% to ~5%) and deposits troubled history (from ~6% to ~4%) ♦ Diluted bu
Slide 14: >€25bn Capital Increases Over Last 20 Years
1 >€25BN CAPITAL INCREASES OVER LAST 20 YEARS DUE TO WRONG ACQUISITIONS AND/OR RISK APPETITE MPS still presents significant risks Section 2 2008 2011 2014 2015 2017 2022 Purchase of Italian Antonveneta for Government €2.5bn capital €9bn (80% of MPS €2.2bn capital €5.0bn capital €3.0bn capital precau
Slide 15: Franchise Erosion in the Last 10 Years
1 FRANCHISE EROSION IN THE LAST 10 YEARS MPS still presents significant risks Section 2 Market share dropped in last decade MPS sold product factories re-focusing business on distribution Loans and deposits market shares1 (%) Loans Asset Consumer Deposits Bancassurance Payments Management finance ~7
Slide 16: Recent Performance Driven by NII and Tax Benefits
2 RECENT PERFORMANCE DRIVEN BY NII AND TAX BENEFITS MPS still presents significant risks Section 2 Recent MPS revenue increase helped by higher rates… …as well as by significant tax benefits NII Revenues (€bn) Net Fee and Commission €m FY2021 FY20221 FY2023 FY2024 Other Income 5.2 Net interest incom
Slide 17: Worse Asset Quality Ratios vs Peers
3 WORSE ASSET QUALITY RATIOS VS PEERS… IMPACT OF FUTURE MACRO DETERIORATION STILL A CONCERN MPS still presents significant risks Section 2 Higher loans probability of default1… …as well as poor asset quality metrics vs peers2 Avg. Italian Bad loans MPS 66% 73% banks3 coverage NPE 50% 53% coverage SM
Slide 18: Adding Concern to Lower RWA Density vs Peers
3 …ADDING CONCERN TO LOWER RWA DENSITY VS PEERS MPS still presents significant risks Section 2 Lower RWA density relative to Italian banks… …posing significant concerns looking forward RWA density1 54% ♦ Significantly lower RWA density relative to Italian banks despite poor historical asset quality
Slide 19: Lower Credit Rating and High Sensitivity to Rates
3 LOWER CREDIT RATING AND HIGH SENSITIVITY TO RATES ADDING FURTHER VULNERBILITIES TO MACRO MPS still presents significant risks Section 2 CDS spread well above peers NII highly sensitive to interest rates volatility2 CDS spread (bps)1 Avg. Italian banks3 ~120bps ~55bps (9)% (11)% Avg. Italian banks
Slide 20: Legal Risk Petitum Remains Sizeable (~35% of CET1)
3 LEGAL RISK PETITUM REMAINS SIZEABLE (~35% of CET1) MPS still presents significant risks Section 2 Still significant gross Petitum on balance sheet… …representing a significant portion of CET1 capital Gross petitum, Mar-25 €bn (Mar-25)1 Total Petitum 3.5 Possible Risk, €1.7bn, 51% o/w Legal proceed
Slide 21: Limited Earnings Visibility and Declining Profitability
4 LIMITED EARNINGS VISIBILITY AND DECLINING PROFITABILITY MPS still presents significant risks Section 2 MPS earnings show higher dispersion vs peers Declining RoTE expected Net income dispersion (%) RoTE (%) Reported RoTE2 24% Fully taxed RoTE3 Max ~€1.5bn ~€1.5bn 18% Mean ~€1.3bn ~€1.3bn 12% 11% 1
Slide 22: Agenda
AGENDA Section 1. MB has a superior standalone investment case Section 2. MPS still presents significant risks Section 3. The combination of MPS and MB lacks strategic and financial rationale Section 4. MPS offer is inadequate Section 5. Closing remarks
Slide 23: Transaction Weakens MB and the Combined Franchise
TRANSACTION WEAKENS MB AND THE COMBINED FRANCHISE The combination of MPS and MB lacks strategic and financial rationale Section 3 ▪ Undifferentiated mid-size commercial bank with low growth potential damaging MB’s specialized businesses with significant dilution of MB brand, reputation and franchise
Slide 24: Combination Introduces Complexities to MPS's Challenging Restructuring Path
COMBINATION WITH MEDIOBANCA INTRODUCES COMPLEXITIES TO MPS’S ALREADY CHALLENGING RESTRUCTURING PATH The combination of MPS and MB lacks strategic and financial rationale Section 3 Outstanding issues from MPS standalone recovery + Issues introduced by a combination with Mediobanca Deposit outflows in
Slide 25: Combination Would Create a Conglomerate Led by Retail / SME Business
COMBINATION WOULD CREATE A CONGLOMERATE LED BY RETAIL / SME FOCUSED BUSINESS WITHOUT DISTINCTIVE POSITIONING The combination of MPS and MB lacks strategic and financial rationale Section 3 Mediobanca MPS Well diversified business model, with top positioning in Challenged positioning in Retail and SM
Slide 26: Dilution of MB Positive Trajectory & Gearing to Macro
DILUTION OF MB POSITIVE TRAJECTORY & GEARING TO MACRO The combination of MPS and MB lacks strategic and financial rationale Section 3 Revenue growth in all interest rate / macro scenarios… …transformed into profit growth due to risk / cost control Revenues (€bn) Net profit1 (€bn) 4.4 3.6 3.7 3.3 2.6
Slide 27: Mediobanca View on Dis-synergies
MEDIOBANCA VIEW ON DIS-SYNERGIES The combination of MPS and MB lacks strategic and financial rationale Section 3 Mediobanca view MPS view on synergies on synergies Run-rate pre-tax Combined entity Combined entity Revenues €(495)m €300m Costs €80m €300m Funding €(45)m €100m Total €(460)m €700m Integr
Slide 28: Dis-synergies by Business
DIS-SYNERGIES BY BUSINESS The combination of MPS and MB lacks strategic and financial rationale Section 3 Revenues Costs Funding Total ▪ Different customer / staff profile prevent sizeable synergies ▪ Platform serving two very ▪ Positive on Retail and WM ▪ Loss of HNWI customers for which MPS is not
Slide 29: Dis-synergies Reversing All Future Growth of the Combined Entity
DIS-SYNERGIES REVERSING ALL FUTURE GROWTH OF THE COMBINED ENTITY WHICH IS MOSTLY RELIANT ON MB EARNINGS The combination of MPS and MB lacks strategic and financial rationale Section 3 PBT1 increase in 3Y FY25-28 (€m, based on Consensus) Run-rate dis-synergies by division (€m) WM CIB Other Group (275
Slide 30: Complex Governance Through a Pyramid Structure
COMPLEX GOVERNANCE THROUGH A PYRAMID STRUCTURE WITH THE SAME HAVING A SIGNIFICANT PRESENCE IN THREE SYSTEMIC FINANCIAL INSTITUTIONS The combination of MPS and MB lacks strategic and financial rationale Section 3 Merger1 35-40% acceptance Delfin Calta. Delfin Calta. 25%-27%* 16%-17%* 20%* 13%* Other
Slide 31: Agenda
AGENDA Section 1. MB has a superior standalone investment case Section 2. MPS still presents significant risks Section 3. The combination of MPS and MB lacks strategic and financial rationale Section 4. MPS offer is inadequate Section 5. Closing remarks
Slide 32: The Implied Offer Value Is Highly Unattractive
THE IMPLIED OFFER VALUE IS HIGHLY UNATTRACTIVE MPS offer is inadequate Section 4 Implied offer premium based on different relative share prices Current prices Pre-announcement prices (As of 23-Jan)(1) Date / period 11-Jul VWAP 23-Jan VWAP 3M VWAP 6M VWAP 12M VWAP MPS €6.92 €6.95 €6.10 €5.57 €4.72 Me
Slide 33: >10% Earnings Dilution Expected
>10% EARNINGS DILUTION EXPECTED MPS offer is inadequate Section 4 Pro-forma contribution 20281 ~€3.3bn ♦ >10% recurring earnings dilution based on PBT contribution and expected dis-synergies ~€2.3bn ~€1.3bn 38% ♦ Same dilution impacting also DPS2 ♦ At the proposed Exchange Ratio (2.533x), MB shareho
Slide 34: Repositioning Business Mix Towards Traditional Banking, Lower Multiples vs WM
REPOSITIONING BUSINESS MIX TOWARDS TRADITIONAL BANKING, TRADING AT LOWER MULTIPLES VS WM MPS offer is inadequate Section 4 Selected Italian Banks Selected Italian and European WM 18.2 15.4 13.4 14.3 11.8 11.8 12.4 Average: 13.5x 10.7 10.9 8.7 8.8 8.8 8.9 7.6 7.7 Average: 8.4x MPS Mediobanca Julius B
Slide 35: The Consideration Is Inadequate From a Financial Point of View
THE CONSIDERATION IS INADEQUATE FROM A FINANCIAL POINT OF VIEW MPS offer is inadequate Section 4 Minimum value of the Maximum value of the ♦ Proposed Exchange Ratio of Methodology implied exchange ratio implied exchange ratio 2.533x represents a 32% discount vs average of ranges identified by the Bo
Slide 36: Agenda
AGENDA Section 1. MB has a superior standalone investment case Section 2. MPS still presents significant risks Section 3. The combination of MPS and MB lacks strategic and financial rationale Section 4. MPS offer is inadequate Section 5. Closing remarks
Slide 37: Closing Remarks
CLOSING REMARKS Closing remarks Section 5 Strategic rationale is weak due to the absence of business model enhancement for both entities The combined entity risk profile would be weighed down not only by MPS risk profile but also from the execution risk of the transaction and from unclear governance
Slide 38: Mediobanca Stand-Alone: Key Benefits for Shareholders
MEDIOBANCA STAND-ALONE: KEY BENEFITS FOR SHAREHOLDERS… Closing remarks Section 5 Stronger industrial Superior footprint driving high High cash distributions and sustainable growth capital generation Targeting industry-leading performance with low execution risk Shareholder remuneration REVENUES +6%1
Slide 39: To Be Further Enhanced with Banca Generali
… TO BE FURTHER ENHANCED WITH BANCA GENERALI Closing remarks Section 5 Significant capital Focus MB on faster Enhance size, quality reallocation growing, capital light WM and visibility of from INS to WM business revenues and profits Mediobanca: a fast growing, leading Wealth Manager with a unique p
Slide 40: Mediobanca's Board of Directors' Considerations on the Public Exchange Offer Promoted by MPS
MEDIOBANCA MEDIOBANCA’S BOARD OF DIRECTORS’ CONSIDERATIONS ON THE PUBLIC EXCHANGE OFFER PROMOTED BY MPS Milan, 14 July 2025
Slide 41: Appendix
Appendix 4l MEDIOBANCA
Slide 42: Revenues: Dis-synergies Due to Impact on PIB
REVENUES: DIS-SYNERGIES DUE TO IMPACT ON PIB, UNCHANGED PROFILE ON OTHER BUSINESSES Mediobanca view MPS view Revenues on synergies on synergies ▪ No cross-selling opportunities to Compass on payments, any/low savings investment needs, insurance products ▪ Offering MPS daily products to Compass and M
Slide 43: Costs: Limited Scope for Synergies Given No Overlap of Businesses
COSTS: LIMITED SCOPE FOR SYNERGIES GIVEN NO OVERLAP OF BUSINESSES Mediobanca view MPS view Costs on synergies on synergies ▪ Limited synergies, marginal businesses overlapping ▪ Optimization of product factories (e.g., MBFACTA and MPS CIB Factoring, respective NPE workout units) ▪ No overlapping foo
Slide 44: Funding: Limited Scope for Synergies Given Possible Rating Downgrade
FUNDING: LIMITED SCOPE FOR SYNERGIES GIVEN POSSIBLE RATING DOWNGRADE Mediobanca view MPS view Funding on synergies on synergies ▪ Better loan/deposits ratio ▪ More balanced funding mix for the combined entity Mix ▪ Mix rebalancing and reduction in deposit cost underway at Mediobanca on stand-alone b