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Caltagirone enters Mediobanca: takes 1%. The goal is Generali

Francesco Gaetano Caltagirone joins Mediobanca. The Roman builder and financier has communicated to Consob that it has 1% of the capital of Piazzetta Cuccia. The participation is now on the Consob website. His is an entrance destined to make noise and which will also have a significant impact on the future of Generali, of which Mediobanca is today the main single shareholder.

The share of Caltagirone is in fact alongside the 13.2% that Leonardo Del Vecchio, the founder and patron of Luxottica, has also taken over in Mediobanca in recent months, where he obtained from the ECB the authorization to raise up to 20% of the capital. And always Caltagirone and Del Vecchio have been moving in tandem for some time – although there is no shareholder agreement between them – increasing the capital of the insurance company. With numerous purchases repeated over the years, Caltagirone, who is vice president of Generali, rose to 5.2% of Leone, thus becoming the second largest shareholder after Mediobanca itself, which is just over 13%. Parallel to him is Del Vecchio, who controls about 5% of Generali and sits on the board.

But why could this new move by the Roman engineer change the balance in Generali? It is no mystery that both Caltagirone and Del Vecchio have often criticized the management of CEO Philippe Donnet. Both on the board of Generali, both proponents of an “Italianness” of the company that they already see threatened in some way by the French passport of the CEO, both absent in a polemical way on some top management choices: for example when Donnet led the board to vote decision to take 24.4% of Cattolica.

Now with a pincer maneuver, the two very strong seniores of our local finance find themselves both in the capital of Leone and in that of Mediobanca which is the main shareholder of the company. Next year, in April 2022, Donnet’s mandate expires and it is unlikely that Caltagirone and Del Vecchio will be willing to grant him another mandate. But the problem is that precisely in view of the renewal assembly, the board of Generali will present a list no longer drawn up by Mediobanca – as traditionally happened – but by the same board: it is difficult to think that Donnet will see the branch on which he is sitting, not proposing also his candidacy in the new board of directors, especially since the idea of ​​presenting a slate expressed by the same board has already been “blessed” by Mediobanca as the main shareholder.

For the CEO of Mediobanca Alberto Nagel, it will therefore be difficult not to vote for the list presented by the board of Generali, even if doing so risks antagonizing the two important shareholders who are now both in its capital. On the other hand, an excessively cordial understanding between Nagel, Caltagirone and Del Vecchio – or even a few too many talks to decide a common line on Generali – would open the concrete risk that Consob would identify a “concert” action between three shareholders who together they control almost 25% of the Lion of Trieste and therefore forced them into a mandatory and totalitarian takeover bid on Generali.

There is a year to settle the issue, but it won’t be easy. In the last meeting with the market Nagel had said that he was in line with Delfin, the Del Vecchio financial company that invested in Mediobanca, and at the same time that he was well aware of Donnet’s leadership at Generali. Two statements that now, precisely in light of Caltagirone’s move, may no longer be consistent with each other.

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