Italy’s financial sector is currently embroiled in a high-stakes battle involving some of its most prominent banks, insurers and influential tycoons. At the centre of this intricate web are four key players: Mediobanca, Monte dei Paschi di Siena (MPS), Banca Generali and Assicurazioni Generali. While the transactions may seem like standard business moves, this is more than finance--it’s a battle for control, influence and political alignment in one of Europe’s largest economies.

First strike

The current chain of events began on 24 January 2025, when MPS, Italy’s seventh-largest bank by assets, launched a €13.9bn hostile offer to acquire Mediobanca, the country’s leading investment bank. This bold move was not just significant in monetary terms but also due to the influential forces backing it--two powerful shareholders with stakes across all three companies:

—Francesco Milleri, CEO of Delfin, the investment arm of the Del Vecchio family

—Francesco Gaetano Caltagirone, a prominent media and construction magnate

Both Milleri and Caltagirone are long-time critics of Mediobanca’s management, and they want change. They are also politically aligned with Italy’s current right-wing government, which sees this reshuffle as a way to regain national control over key financial institutions.

However, on 28 January 2025, Mediobanca’s board rejected the bid, deeming it inadequate in both value and strategic rationale. Yet that rejection did not close the matter. Instead, Mediobanca launched a defensive counter-manoeuvre--one that goes beyond business.

Mediobanca’s play

On 28 April 2025, three months after rebuffing MPS’s hostile offer, Mediobanca announced a €6.3bn public exchange offer to acquire full control of Banca Generali, a leading wealth manager in which Assicurazioni Generali currently holds a 50% stake. The acquisition is to be financed entirely by Mediobanca’s 13% stake in Assicurazioni Generali, effectively using the insurer’s own shares to buy out the wealth manager.

While Banca Generali contributed less than 4% of Assicurazioni Generali’s profits in 2024, Mediobanca’s move is calculated. It aims to expand its footprint in the wealth management sector--a segment with strong growth prospects--and simultaneously make itself a more bigger and formidable entity, potentially deterring MPS’s takeover ambitions.

But that’s not all. The icing is this: if Milleri and Caltagirone are indeed aiming for control of the prized Assicurazioni Generali, which some market analysts have indicated, then cutting Mediobanca out by liquidating its stake clears their path--and neatly takes the heat off the hostile takeover by MPS.

Interlocking stakes and shareholding

The intricate network of overlapping and cross-shareholdings among the involved entities and individuals becomes evident when examining their respective stakes:.

This cross-ownership means that any deal concerning one firm will inevitably affect the rest, no matter who bags whom. Moreover, Delfin’s and Caltagirone’s support for the MPS bid, as well as their criticism of current management at Mediobanca and Assicurazioni Generali, suggests a coordinated effort to assert broader control over Italy’s financial elite.

Assicurazioni Generali yet to respond

Though not directly involved in the boardroom negotiations or the bidding war, Assicurazioni Generali stands at the middle of a tug-of-war. Should Mediobanca’s bid to acquire Banca Generali succeed, Generali would receive back its own shares, previously held by Mediobanca. This scenario presents Generali’s board with a significant decision to make from three options:

—cancel the shares, potentially increasing the value of remaining shares by an estimated 7%

—distribute them to shareholders, directly benefiting Delfin and Caltagirone

—sell the shares to a neutral third party, such as UniCredit or Intesa Sanpaolo, to counterbalance the growing influence of the two investors

This choice is especially sensitive because of the insurer’s systemic importance in Italy. With €36bn in Italian sovereign debt on its balance sheet, Assicurazioni Generali is a key pillar of Italy’s public finance system. And any shift in control could have implications well beyond the company itself, influencing the state’s ability to manage bond market in times of volatility or stress.

Political ramifications

Control over Assicurazioni Generali is not simply a matter of corporate power. It carries national financial and political implications. Italy’s public debt remains above 130% of its GDP. In such a context, having a large domestic investor like Assicurazioni Generali under politically aligned ownership could provide stability and reassurance for the government.

Both Delfin and Caltagirone are widely seen as close to Italy’s ruling government. If they gain indirect control over Generali--particularly after Mediobanca’s exit as its largest shareholder--the state may view that as a way to ensure that key financial assets remain aligned with national interests, rather than influenced by foreign or dissident corporate actors.

Next steps

The next major milestone in this ongoing contest is the Mediobanca shareholder meeting for 16 June 2025. That meeting must approve the Banca Generali transaction. If shareholders support it, Mediobanca will have effectively shielded itself from the MPS bid by increasing its size and shifting away from politically charged ownership stakes.

But if the shareholders reject the deal--or if the deal fails to proceed for regulatory or competitive reasons--Mediobanca will remain vulnerable to takeover attempts. Meanwhile, Delfin and Caltagirone will likely continue to press for more influence at Assicurazioni Generali, with further implications for Italian corporate governance and financial strategy.

Delfin is registered as a Sarl in Luxembourg and holds a 13% stake in Luxair, the grand duchy’s national airline.

Paperjam has requested a comment from Mediobanca.