Mediobanca Group has announced a voluntary share-based exchange offer valued at €6.3 bn to acquire 100% of Banca Generali, aiming to become the leading provider of wealth management and capital-light financial products in Italy.
The proposed transaction would be paid entirely in shares of Assicurazioni Generali S.p.A., Mediobanca confirmed. Generali currently holds a 50.17% stake in Banca Generali but declined to comment further on the offer.
Chief Executive Alberto Nagel said the deal would establish a leading Italian wealth management firm, shifting Mediobanca’s strategic focus away from insurance and toward wealth management.
He described the transaction as a major capital reallocation, with €6bn being redirected from insurance into wealth management. The transaction is expected to generate a capital gain of €2.2bn for Mediobanca.
The deal, which will strongly accelerate execution of the “ONE BRAND-ONE CULTURE” Strategic Plan, will transform the Mediobanca Group into a leader in the Wealth Management industry by TFAs (€210bn), revenues (€2bn), and growth capabilities (NNM of over €15bn per annum).
With this deal WM will become the Mediobanca Group’s core business as well as its strategic priority: WM revenues1 will increase by 2x to €2bn (45% of consolidated revenues), and net profit by 4x to €0.8bn (50% of the Group’s net profit).
The combination between the two companies will produce a European market leader, distinctive for its positioning and brand, and for the quality of its human capital.
The DNA shared by Mediobanca and Banca Generali, of excellence and distinctiveness, further strengthens the industrial rationale for the deal, with visible synergies achievable and low execution risk.
Synergies: approx. €300 mn, 50% costs, 28% revenues, 22% from funding.
Significant value creation for Mediobanca shareholders:
- ROTE to increase from 14% to over 20%
- Consolidated net profit: €1.5 bn, up 15%
- EPS accretive: mid single-digit stated, double-digit on banking
- CET1: 14%
- €4 bn cumulative distribution for 3Y BP23-26 confirmed, implying 22% cumulative yield over next 18 months.
The deal entails the sale of Mediobanca’s investment in Assicurazioni Generali, with €6.3bn to be simultaneously invested in Banca Generali. Through this large-scale reallocation of capital to WM, the combination will transform the relationship between Mediobanca and AG from a financial to a strong industrial partnership.
Nagel said the combination would double Mediobanca’s wealth management revenues to €2bn and raise net profit from that segment to €800mn.
Post-transaction, wealth management is projected to contribute 50% of net profit, followed by consumer finance at 30%, and corporate and institutional banking at 20%.
Mediobanca stated that it intends to maintain and expand existing bancassurance and asset management partnerships between Generali Group and Banca Generali.
It also noted that Generali will benefit from broader industrial agreements, leveraging Mediobanca’s market position and brand strength to pursue higher growth potential than Banca Generali could achieve independently.
The offer is expected to close by the end of October 2025. Full integration is projected within 12 months, with most synergies—estimated at €300mn pretax—realized over two years.
Nagel emphasized the low execution risk and described the shift from a financial investment in Generali to a broader commercial partnership.
Mediobanca currently holds a 13.10% stake in Generali, making it the insurer’s largest shareholder. Del Vecchio Group and Caltagirone Group hold 9.93% and 6.92% stakes, respectively.
