Banca Monte Dei Paschi Di Siena S.p.a. · MIL:BMPS
Banca Monte Dei Paschi Di Siena — Merger or Acquisition (January 2025)
22 slides from Banca Monte Dei Paschi Di Siena's merger presentation, Jan 24, 2025
Slide 1: Voluntary Public Exchange Offer on Mediobanca: The New Italian Banking Champion
Voluntary Public Exchange Offer launched by Banca Monte dei Paschi di Siena on the ordinary shares of Mediobanca The New Italian Banking Champion 24th January 2025
Slide 2: The New Italian Banking Champion
The New Italian Banking Champion • Creation of a new national leader with a unique business model, poised to support the Country's families, SMEs and corporates • Undisputed #3 position in the Italian banking sector across financial products • Broad client base >6mm, combining two of the strongest b
Slide 3: Agenda
1. Strategic Rationale and Value Creation 3 2. Envisaged Transaction Structure and Timeline 17 3. Closing Remarks 20 3 3
Slide 4: The Evolving Journey of MPS is Ready to Capture Market Opportunity
The Evolving Journey of MPS is Ready to Capture Market Opportunity … EVOLVING JOURNEY MARKET OPPORTUNITY ⚫ New 2024-28 Business Plan with upgraded targets approved in ⚫ Surge in banking consolidation, both domestic and cross- August 2024 after the successful achievement, in less than 2 border years,
Slide 5: Joining Forces with Mediobanca: Why Mediobanca?
… joining Forces with Mediobanca … Why Mediobanca? ⚫ Uprising player in the growing Wealth Management sector ⚫ Point of reference in Corporate Banking ⚫ Leading Investment Bank ⚫ Top positioning in Consumer Finance through Compass ⚫ Uncorrelated earnings from Insurance investment The best fit for a
Slide 6: A Unique Industrial Project: A New Italian Banking Champion
… in a Unique Industrial Project A new Italian Banking Champion ⚫ Undisputed #3 position in the Italian banking sector across financial products ⚫ Combination of two of the strongest brands in the Italian financial services industry (MPS for Retail / Commercial Banking and Mediobanca for Wealth Mana
Slide 7: A New National Champion, Supporting Italian Families and Corporates
A New National Champion, Supporting Italian Families and Corporates RANKING BY TOTAL ASSETS1 RANKING BY CUSTOMER LOANS1 (€bn) (€bn) 934 431 799 413 +77% +70% 228 132 101 198 166 139 93 89 78 129 103 99 92 88 64 64 54 48 Bank 1 Bank 2 Combined Bank 3 Bank 4 Bank 5 Bank 72 MB Bank 9 Bank 10 Bank 1 Ban
Slide 8: More Balanced, Diversified and Resilient Business Mix
More Balanced, Diversified and Resilient Business Mix … BUSINESS MIX Operating profit1 3% 11% Focus on Mediobanca net 26% 5% profit breakdown 2 8% 48% 15% Approx. 61% IB and 18% 39% Corporate Banking 28% 38% 19% 27% 49% 40% 30% 18% 15% Mediobanca Combined Retail banking Corporate banking CIB IB Cons
Slide 9: Full Enhancement of Customer Value Proposition
… through full Enhancement of Customer Value Proposition with Specialized, Innovative, and Distinctive Expertise STRONGER POSITION IN WM, IB AND CONSUMER FINANCE #3 By Combined Group TFAs Bolstered Wealth Management focus, benefitting from the combination of (1H-24) Mediobanca the strengths of MPS a
Slide 10: Strong Complementarity in a Powerful Group Combination
Strong Complementarity in a Powerful Group Combination Mediobanca RETAIL BANKING ASSET GATHERING PRIVATE BANKING CIB Mediobanca Premier Mediobanca Private Banking Mediobanca Former CheBanca! CMB Monaco Messier Maris Armapartners & Associés (80%) 1 CONSUMER FINANCE SPECIALTY FINANCE ASSET MANAGEMENT
Slide 11: Accelerated Reversal of €2.9bn Losses Carry Forward DTAs
Accelerated Reversal of €2.9bn Losses Carry Forward DTAs MPS STANDALONE – EVOLUTION OF LCF DTAS ⚫ A higher consolidated tax base €bn 2025 2026 2027 2028 allows a day-1 write-up of €1.3bn of LCF DTAs from off On balance sheet 1.6 1.7 1.9 2.0 balance sheet to on balance Off balance sheet 1.3 1.0 0.6 0
Slide 12: Significant Industrial Synergies
Significant Industrial Synergies ~€0.3bn ~€0.3bn ~€0.1bn Revenues synergies Cost synergies Funding synergies of which ~65% in net commissions Expanding product service offering and strengthening of capabilities across factories (e.g. increasing Optimization of central functions, Enhancement of combi
Slide 13: Significant Financial Benefits, Accretive across Financial Metrics
Significant Financial Benefits, Accretive across Financial Metrics KEY FINANCIAL IMPACTS (2024E)1 Profitability Revenues (€bn) ~8 Pro-forma RoTE at ~14%2 >2x 4 Double-digit accretion on adj. EPS1 for all shareholders C/I (%) 49% (9p.p.) ~40% Dividends Organic capital generation above net income lead
Slide 14: Focus on Capital Impacts from the Transaction
Focus on Capital Impacts from the Transaction PRO-FORMA CET1 RATIO 28% More than 50bps upside if 13% in Generali treated in line with (15%) Mediobanca’s (5%) approach (6%) 18.4% (2%) 26% (2%) ~16% 9M24 Capital RWA Goodwill Generali Other PPA Restructuring costs 9M24 PF 1 increase Mediobanca before P
Slide 15: Resilient Business Model Enhancing the Combined Group Risk Profile
Resilient Business Model Enhancing the Combined Group Risk Profile GROSS NPE RATIO (%) NPE COVERAGE (%) 5% ~55% ~3% 50% Combined Combined LCR (%) NSFR (%) 165% ~164% 133% ~125% Combined Combined Strong improvement in asset quality profile, sound liquidity and funding ratios 15 Notes: Data as of 9M-2
Slide 16: Clear and Tangible Benefits for all Stakeholders Involved
The Transaction presents Clear and Tangible Benefits for all Stakeholders Involved Shareholders Customers ⚫ High value creation for both MPS and Mediobanca ⚫ Access to an excellent value proposition, with a shareholders thanks to an enhanced profitability, broader and more attractive range of produc
Slide 17: Agenda
1. Strategic Rationale and Value Creation 3 2. Envisaged Transaction Structure and Timeline 17 3. Closing Remarks 20 17 17
Slide 18: Transaction Structure and Consideration Offered
Transaction Structure and Consideration Offered TRANSACTION STRUCTURE AND CONSIDERATION OFFERED PREMIUM ANALYSIS ⚫ Voluntary Public Exchange Offer on all the ordinary shares of Mediobanca ⚫ MPS to offer 23 newly issued ordinary shares for every 10 Mediobanca shares tendered PREMIUM VS. MEDIOBANCA SH
Slide 19: Indicative Timeline of the Transaction
Indicative Timeline of the Transaction 24th January Deal announcement and MPS Notice pursuant to Art. 102 Mid February Exchange Offer Document filing and regulatory filings 2025 17th April EGM for capital increase approval June / July1 Supervisory Authorities’ authorizations and Antitrust authorizat
Slide 20: Agenda
1. Strategic Rationale and Value Creation 3 2. Envisaged Transaction Structure and Timeline 17 3. Closing Remarks 20 20 20
Slide 21: Closing Remarks
Closing Remarks ⚫ Mediobanca is our partner of choice, the ally with whom we want to join forces to enter into a new phase of growth and value creation, sustained by a synergic and complementary business model, leveraging the strengths of our respective platforms ⚫ Better combined fundamentals, enha
Slide 22: Disclaimer
Disclaimer This presentation does not constitute or form any part of an offer to exchange or purchase, or solicitation of an offer to buy or exchange, any securities. Any such offer or solicitation will be made only pursuant to an official offer documentation approved by the appropriate regulators.
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