A previously undisclosed €400 million stake in Mediobanca, quietly built by the Italian sales agents’ pension fund Enasarco, has emerged as a pivotal factor in the outcome of Banca Monte dei Paschi di Siena’s (MPS) €13 billion hostile takeover bid for the Milan-based investment and wealth-management specialist.
The holding, revealed by the Financial Times on 11 July, amounts to 2.52% of Mediobanca’s shares—concentrating almost 70% of Enasarco’s European equity portfolio into a single stock. The move has reignited debate over the governance of state-adjacent funds and claims of political pressure, as Rome pushes to create a “third national banking pole” alongside UniCredit and Intesa Sanpaolo.
MPS, the state-rescued lender, launched its unsolicited all-share offer for Mediobanca in January 2025, after completing a major restructuring. The €13 billion bid—equivalent to roughly 1.4 times Mediobanca’s book value—was immediately rejected by Mediobanca’s board, who labelled it “value-destroying.” However, after antitrust and Consob approval, the offer period will run from 14 July to 8 September 2025.
Initially, MPS set a 66.7% acceptance threshold, but subsequently reduced it to 35% of Mediobanca’s share capital to improve its chances of success. Friendly votes secured from Delfin (16.7%) and Caltagirone (11.1%) bring MPS’s total to 28%—making Enasarco’s 2.52% a potential swing vote. Additional pension funds, including Enpam and Cassa Forense, together hold around 3% of Mediobanca, further complicating the picture.
Market reaction has reflected ongoing uncertainty. Since the bid was announced in January, the spread between Mediobanca’s share price and the implied value of the MPS offer has averaged 6%, suggesting significant doubts over deal execution. Mediobanca shares rose by 3% after the Enasarco holding was disclosed.
The Italian government has denied any role in influencing pension fund decisions, but opposition parties have cited “state-sponsored capture” of retirement savings. MPS has welcomed Enasarco’s investment, stating that it “demonstrates institutional investors see the industrial logic” behind the proposed merger. Meanwhile, Mediobanca CEO Alberto Nagel has doubled down on defensive measures, unveiling a €4.9 billion buyback and dividend pledge, and proposing a €6.3 billion share deal to acquire Banca Generali, with a crucial shareholder vote now set for 25 September 2025.
Unions representing Mediobanca staff have publicly distanced themselves from the bid, claiming they were not consulted on the approach.
The deal has also raised red-flag concerns over pension-fund risk concentration—with almost 70% of Enasarco’s euro-equity book parked in Mediobanca—and the broader issue of political interference in Italian banking sector consolidation. Analysts also point to the bid’s deal arithmetic, noting that it values Mediobanca below book and would consume around 12% of the combined group’s CET1 capital.
The coming weeks will test whether Rome’s ambition for a “third pole” can overcome resistance in the boardroom—and on the shareholder register.
Image prompt: Modernised mid-century hybrid: A stylised, geometric depiction of two European banks merging, with stylised cityscapes and equity charts. Slate blue dominates, mustard yellow highlights, and turquoise accents. Clean pencil-texture shading, no logos or labels, landscape format.
Follow-up analysis: Possible BQX angles
• Pension-fund governance: Concentration risk and regulatory oversight in Italian schemes
• Political influence: Patterns of state-driven consolidation in European banking
• Strategic alternatives: What Mediobanca’s Banca Generali deal signals for sector structure
