Mediobanca - Banca Di Credito Finanziario S.p.a. · MIL:MB
Mediobanca - Banca Di Credito Finanziario — Mediobanca — Merger or Acquisition (April 2025)
30 slides from Mediobanca - Banca Di Credito Finanziario's merger presentation, Apr 28, 2025
Slide 1: Mediobanca Voluntary Public Exchange Offer on Banca Generali Ordinary Shares
MEDIOBANCA VOLUNTARY PUBLIC EXCHANGE OFFER ON BANCA GENERALI ORDINARY SHARES 28 April 2025
Slide 2: A Unique Strategic Opportunity: Building a Champion in Wealth Management
A UNIQUE STRATEGIC OPPORTUNITY TO ACCELERATE “ONE BRAND- ONE CULTURE” BP EXECUTION BUILDING A CHAMPION IN WEALTH MANAGEMENT Creating a leading Italian Wealth Manager focused on PIB model MB business model bold evolution to WM, with leadership set in the 3 pillar businesses >€210bn TFA, >€15bn NNM, €
Slide 3: The Deal Is a Strong Acceleration of One Brand – One Culture
THE DEAL IS A STRONG ACCELERATION OF “ONE BRAND – ONE CULTURE” STRATEGIC ROAD MAP Growth in Wealth Management as a priority Mediobanca is now a recognized player in WM segment, with above market average growth rates due to a synergic approach with CIB and an accelerated process of attracting bankers
Slide 4: Agenda
AGENDA 1. Deal rationale and business model evolution 2. Financial impact 3. Transaction overview and timeline 4. Closing remarks
Slide 5: Coherent and Stable Strategy, Consistently Over-Delivering on Targets
MEDIOBANCA: COHERENT AND STABLE STRATEGY, CONSISTENTLY OVER-DELIVERING ON TARGETS Deal rationale Section 1 BP 2013-16 BP 2016-19 BP 2019-23 BP 2023-26 BP 2023-26 “From Holding “Long-Term “Distinctive “One Brand – “One Brand – to Banking Value Growth One Culture” One Culture” Group” Player” Player” J
Slide 6: MB Ready to Accelerate Strategic Path in WM
MB READY TO ACCELERATE STRATEGIC PATH IN WM, CAPITALIZING ON UNIQUE POSITIONING AND PIB BUSINESS MODEL Deal rationale Section 1 10Y CAGR WM revenues (€m) and TFAs (€bn) trend +15% MBWM IN LAST 10Y Dec24 100.0 107 1400 80 10YCAGR +12% 1200 UNIQUE POSITIONING 64 <1bn 50.0 TFAs 48 924 1000 From newcome
Slide 7: Why Banca Generali: A Unique M&A Opportunity
WHY BANCA GENERALI: A UNIQUE M&A OPPORTUNITY Deal rationale Section 1 1 Sustainable, specialized, people driven business model CULTURAL Managerial and Governance fit & INDUSTRIAL Franchise fit: BG franchise focused on the high-end of the market, coherent with FIT MB PIB product offer; BG product/bes
Slide 8: Compelling Rationale of the Deal
COMPELLING RATIONALE OF THE DEAL Deal rationale Section 1 1 Significant capital reallocation from INS to WM MEDIOBANCA WM to definitively become the Mediobanca Group’s main business A LEADING Scale, efficiency and profitability of MB Group enhanced WEALTH MANAGER WM Revenues doubling to €2bn, from 2
Slide 9: Strong Opportunities Linked to Large Market Potential
STRONG OPPORTUNITIES LINKED TO LARGE MARKET POTENTIAL Deal rationale Section 1 Italian households’ financial wealth is ample, largely unmanaged and growing, especially in high-end client segments Household financial assets/GDP1 (ratio) Net household wealth/ disposable income2 (ratio) Italian Househo
Slide 10: MB to Create a Leading Italian WM Player Focused on High-End Customers
MB TO CREATE A LEADING ITALIAN WM PLAYER FOCUSED ON HIGH-END CUSTOMERS, WITH >€15BN NNM CAPABILITY Deal rationale Section 1 MB + BG = TOP 3 BY TFA (€bn) MB + BG = FIRST BY NNM² (€bn) Fid-ISP PB + >15 MB + BG >€210bn 13 FBK 10 BMED 9/10 >9 AZM ~9 MB 107 6/7 BG 104 Allianz 4 ABFA BNP Scale +2x Private
Slide 11: MB+BG: High Revenue Growth Potential Driven by Net New Money Engine
MB+BG: HIGH REVENUE GROWTH POTENTIAL DRIVEN BY POWERFUL NET NEW MONEY ENGINE Deal rationale Section 1 Outstanding TFA growth boosted by solid NNM generation driven by powerfull distribution platforms €4/5bn AUM1 Net new inflows TFA €107bn1 €3bn other qualified flows1 5Y CAGR2: +11% ~€1bn NNM structu
Slide 12: Scope for Private & Investment Banking Model Enhancement
SCOPE FOR PRIVATE&INVESTMENT BANKING MODEL ENHANCEMENT Deal rationale Section 1 Mediobanca PIB Italian MidCaps distribution Banca Generali bankers’ coverage by regional district1 coverage ~200 offices ~300 offices ~200 PIB bankers ~ 2.3K advisors ~1.2K WM advisors Legend: Sales presence Legend: Targ
Slide 13: Leveraging MB CIB Unique Positioning in Distinctiveness and Products
LEVERAGING MB CIB UNIQUE POSITIONING IN TERMS OF DISTINCTIVENESS AND PRODUCTS Deal rationale Section 1 DISTINCTIVNESS PRODUCTS TO BE LEVERAGED ON BANCA GENERALI NETWORK OUR PEOPLE Advisory 420+ total Bankers o/w 45+ mid cap The leading ITA M&A franchise banker and 200+ international franchise The Mi
Slide 14: Mediobanca: A Preeminent Wealth Manager
MEDIOBANCA: A PREEMINENT WEALTH MANAGER Deal rationale Section 1 Mediobanca Group WM CIB CF Private & Investment Banking Diversification opportunities A&L opportunities Revenues: €4.4bn TFA: >€210bn Net profit: €1.5bn AUM: >€110bn KPIs MB Group combined1 ROTE adj: ~20% Loans: €56bn RR rate synergies
Slide 15: Capital Reallocation Driving Substantial Revenues & Profit Reshape
CAPITAL REALLOCATION DRIVING SUBSTANTIAL REVENUES & PROFIT Deal rationale RESHAPE Section 1 Revenues: Net profit Allocated K2 WM from 26% to 45% WM from <20% to ~50% WM from 10% to ~55% WM CF 10% CF CF WM WM 30% ~20% 34% <20% 26% MB CET1 ~15% €3.7bn €1.3bn GROUP CIB ROTE 14% CIB INS&Other ~20% INS&O
Slide 16: Accelerating a 10Y Transition in WM
…ACCELERATING A 10Y TRANSITION IN WM Deal rationale Section 1 TFA enhanced Group revenues enhanced WM revenues doubled to in size: doubled to >€210bn Fees up ~70%, >40% €2.0bn, 60% fees in quality: AUM at ~55% revenues TFA WM revenues Group Revenues C/I: 66% Fees Fees AUA 55% 30% 28% AUM NII MBWM 45
Slide 17: Agenda
AGENDA 1. Deal rationale and business model evolution 2. Financial impact 3. Transaction overview and timeline 4. Closing remarks
Slide 18: MB: Substantial Increase in Size and Profitability
MB: SUBSTANTIAL INCREASE IN SIZE AND PROFITABILITY Financial impact Section 2 Combined1 Mediobanca June251 WITH RR SYNERGIES MB GROUP WM division MB GROUP WM division Group Revenues €3.7bn €1.0bn €4.4bn €2.0bn up >15% 2x >€1.0bn >€0.5bn €1.8bn €1.2bn Ow fees up 65% 2x Cost/income 42% 66% 40% 40% Net
Slide 19: €300M Synergy Potential with Low Execution Risk
€300M SYNERGY POTENTIAL WITH LOW EXECUTION RISK DUE TO STRONG INDUSTRIAL RATIONALE AND CULTURAL FIT Financial impact Section 2 Synergies, PBT (€m) KPIs €300m PBT annual synergies, with run rate from Y3 Costs Synergies €350m PBT one-offs costs before tax, mainly occurring in Y1 (yearly) 150 and to a
Slide 20: Better Funding Mix and RWA Density
BETTER FUNDING MIX AND RWA DENSITY Financial impact Section 2 MB GROUP Combined Loans €54bn €56bn Funding €64bn €76bn Ow Deposits €28bn €40bn RWA €46bn €44bn Loan/deposits 1.9x 1.4x RWA/density 48% <40% 20 1) Based on data as at Dec.24, excluding hedging
Slide 21: CET1 Optimized at 14%
CET1 OPTIMIZED AT 14% HIGHER CAPITAL GENERATION AHEAD Financial impact Section 2 CET1 ratio evolution Deal impact1: ~80bps 100bps 480bps (550)bps ~15% ~14% Annual CET1 (110)bps generation: up 20% to 270bps2 June25E Capital Change Goodwill & PPA & CTA CET1 FL at stand alone (3) gain in RWA Deductions
Slide 22: Agenda
AGENDA 1. Deal rationale and business model evolution 2. Financial impact 3. Transaction overview and timeline 4. Closing remarks
Slide 23: Transaction Overview
TRANSACTION OVERVIEW Transaction overview and timeline Section 3 Voluntary public exchange offer by Mediobanca for 100% of the ordinary shares of Banca Generali (BG) Assicurazioni Generali (AG) shares currently owned by Mediobanca as consideration Exchange ratio: 1.7x ex dividend, equivalent to 17 A
Slide 24: Indicative Timetable
INDICATIVE TIMETABLE Transaction overview and timeline Section 3 May 2025 Regulatory submissions 16 June 2025 Mediobanca ordinary shareholders’ meeting, ex art.104 TUF September 2025 Expected regulatory approvals, including Consob approval of Offer Document Sept/Oct 2025 Acceptance period October 20
Slide 25: Agenda
AGENDA 1. Deal rationale and business model evolution 2. Transaction overview and timeline 3. Financial impact 4. Closing remarks
Slide 26: Mediobanca: A Unique Growth Equity Story
MEDIOBANCA: A UNIQUE GROWTH EQUITY STORY «ONE BRAND – ONE CULTURE» Closing remarks Section 4 Significant capital Focus MB on faster Enhance size, quality reallocation growing - capital light and visibility of from INS to WM WM business revenues and profits Mediobanca: a fast growing, leading Wealth
Slide 27: Building a Champion in Wealth Management: Growth, Business Mix, Yield
BUILDING A CHAMPION IN WEALTH MANAGEMENT A UNIQUE STORY FOR GROWTH, BUSINESS MIX, YIELD Closing remarks Section 4 MB: the only EU player with >€170bn AUM/AUC, >50% revenues from WM, >7% dividend yield (FY25) Ranking of European Banks with Market Cap > €10bn 96 91 87 85 81 71 57 50 49 46 43 37 35 33
Slide 28: Investor Contact Details
INVESTOR CONTACT DETAILS Mediobanca Group Investor Relations Piazzetta Cuccia 1, 20121 Milan, Italy Email: investor.relations@mediobanca.com +39 02 8829 860/647 http://www.mediobanca.com 28
Slide 29: Disclaimer (1/2)
DISCLAIMER (1/2) Disclaimer NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDI
Slide 30: Disclaimer (2/2)
DISCLAIMER (2/2) Disclaimer The public voluntary exchange Offer described in this document will be promoted by Mediobanca S.p.A. over the totality of the ordinary shares of Banca Generali S.p.A.. This document does not constitute an offer to buy or sell Banca Generali S.p.A.’s shares. Before the beg