Mediobanca - Banca Di Credito Finanziario S.p.a. · MIL:MB
Mediobanca - Banca Di Credito Finanziario — Mediobanca - Banca di Credito Finanziario — Merger or Acquisition (February 2025)
23 slides from Mediobanca - Banca Di Credito Finanziario's merger presentation, Feb 6, 2025
Slide 1: The New Italian Banking Champion
The New Italian Banking Champion 24th January 2025 Voluntary Public Exchange Offer launched by Banca Monte dei Paschi di Siena on the ordinary shares of Mediobanca
Slide 2: The New Italian Banking Champion
2 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
Slide 3: 1. Strategic Rationale and Value Creation
3 3 1. Strategic Rationale and Value Creation 3 2. Envisaged Transaction Structure and Timeline 17 3. Closing Remarks 20
Slide 4: The Evolving Journey of MPS is Ready to Capture Market Opportunity
4 The Evolving Journey of MPS is Ready to Capture Market Opportunity … New 2024-28 Business Plan with upgraded targets approved in August 2024 after the successful achievement, in less than 2 years, of the 2022-26 Business Plan Strong improvement in revenue dynamics with significantly enhanced effic
Slide 5: Why Mediobanca?
5 … joining Forces with 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 powerful business combin
Slide 6: A Unique Industrial Project With Strong Complementarity
6 … in a Unique Industrial Project With Strong Complementarity Best-in-class Wealth Management player combining Mediobanca’s capabilities with the strong footprint of MPS retail network Leading Asset Gatherer via combination of Banca Widiba / Mediobanca Premier state-of-the-art online banking capabi
Slide 7: A New National Champion, Supporting Italian Families and Corporates
7 RANKING BY CUSTOMER LOANS1 RANKING BY TOTAL ASSETS1 RANKING BY DIRECT FUNDING1 RANKING BY TOTAL FINANCIAL ASSETS1 1.203 914 292 284 220 186 163 157 149 132 106 A New National Champion, Supporting Italian Families and Corporates Overall support for Italian families, both in financing needs and in t
Slide 8: More Balanced, Diversified and Resilient Business Mix
8 More Balanced, Diversified and Resilient Business Mix … Operating profit1 Source: Company information. Note: 1 Pro forma business mix by operating profit. 9M24 annualized for MPS, fiscal year ending in June 2024 for Mediobanca. Breakdowns exclude corporate centre / holding functions figures. For M
Slide 9: Full Enhancement of Customer Value Proposition
9 … through full Enhancement of Customer Value Proposition with Specialized, Innovative, and Distinctive Expertise Bolstered Wealth Management focus, benefitting from the combination of the strengths of MPS and Mediobanca in private banking and Banco Widiba and Mediobanca Premier in asset gathering
Slide 10: Strong Complementarity in a Powerful Group Combination
10 Armapartners Mediobanca Messier Maris & Associés (80%) 1 MBCredit Solutions MBFACTA SelmaBipiemme Strong Complementarity in a Powerful Group Combination RETAIL BANKING (60%) CIB ASSET MANAGEMENT (50%) CONSUMER FINANCE SPECIALTY FINANCE INSURANCE (13%) ASSET GATHERING PRIVATE BANKING (Distribution
Slide 11: Accelerated Reversal of €2.9bn Losses Carry Forward DTAs
11 Accelerated Reversal of €2.9bn Losses Carry Forward DTAs €bn 2025 2026 2027 2028 On balance sheet 1.6 1.7 1.9 2.0 Off balance sheet 1.3 1.0 0.6 0.3 LCF DTA reversals 0.2 0.2 0.2 0.2 €bn 2025 2026 2027 2028 On balance sheet 2.9 2.4 2.0 1.5 Off balance sheet - - - - LCF DTA reversals 0.1 0.5 0.5 0.
Slide 12: Significant Industrial Synergies
12 Significant Industrial Synergies Expanding product service offering and strengthening of capabilities across factories (e.g. increasing penetration in consumer finance and mortgages, sharing of best practices in asset gathering) coupled with increased penetration in key segments (e.g. Corporates,
Slide 13: Significant Financial Benefits, Accretive across Financial Metrics
13 Notes: 1 Assuming run-rate synergies; 2 Assuming run-rate synergies, tangible equity adjusted for DTAs and excess capital at 14% Significant Financial Benefits, Accretive across Financial Metrics 4 ~8 Revenues (€bn) >2x 49% ~40% C/I (%) (9p.p.) 1 ~3 Adj. net profit (€bn) >3x KEY FINANCIAL IMPACTS
Slide 14: Focus on Capital Impacts from the Transaction
14 Focus on Capital Impacts from the Transaction 18.4% 26% ~16% 28% (15%) (5%) (6%) (2%) (2%) 9M24 Capital increase RWA Mediobanca Goodwill before PPA Generali net impact Other PPA effects Restructuring costs and other effects 9M24 PF 1 Notes: 1 As sum of PPA adjustment, embedded goodwill, deduction
Slide 15: Resilient Business Model Enhancing the Combined Group Risk Profile
15 Notes: Data as of 9M-24 for LCR and NSFR, 1H-24 for asset quality Resilient Business Model Enhancing the Combined Group Risk Profile 5% ~3% 165% ~164% 50% ~55% 133% ~125% GROSS NPE RATIO (%) NPE COVERAGE (%) LCR (%) NSFR (%) Combined Combined Combined Combined Strong improvement in asset quality
Slide 16: Clear and Tangible Benefits for all Stakeholders Involved
16 The Transaction presents Clear and Tangible Benefits for all Stakeholders Involved Employees Opportunities for professional growth in an environment with a strong ability to retain, attract, and develop professional talents Strong commitment to support employees wellbeing The Italian economy and
Slide 17: 2. Envisaged Transaction Structure and Timeline
17 17 1. Strategic Rationale and Value Creation 3 2. Envisaged Transaction Structure and Timeline 17 3. Closing Remarks 20
Slide 18: Transaction Structure and Consideration Offered
18 Transaction Structure and Consideration Offered FactSet as of January 23rd , 2025 Notes: 1 Based on official price as of 23rd January 2025; 2 Calculated as the net present value of the combined group DTAs absorption at 13% CoE (based on the median of the figures of select brokers) pertaining to M
Slide 19: Indicative Timeline of the Transaction
19 2 0 2 5 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 June / July1 Supervisory Authorities’ authorizations and Antitrust authorization June / July Approval of the Exchang
Slide 20: 3. Closing Remarks
20 20 1. Strategic Rationale and Value Creation 3 2. Envisaged Transaction Structure and Timeline 17 3. Closing Remarks 20
Slide 21: Closing Remarks
21 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, enhan
Slide 22: Important: You must read the following before continuing
IMPORTANT: YOU MUST READ THE FOLLOWING BEFORE CONTINUING The information set out in this presentation is not intended to form the basis of any contract. By attending (whether in person, by telephone or webcast) this presentation or by reading the presentation slides, you agree to the conditions set
Slide 23: This presentation does not constitute an offer to purchase, sell or exchange or the
This presentation does not constitute an offer to purchase, sell or exchange or the solicitation of an offer to purchase, sell or exchange any securities, nor shall there be any offer to purchase, solicitation, sale or exchange of securities in any jurisdiction in which such offer, solicitation or s
Mediobanca - Banca di Credito Finanziario — Merger or Acquisition (February 2025) on 6ix