Investing.com -- Citi Research has downgraded Mediobanca (OTC:MDIBY) Banca di Credito Finanziario to “neutral” from “buy,” citing concerns over the implications of the recently launched tender offer and its potential impact on shareholders and the company’s medium-term outlook.
Analysts at Citi Research flagged three key factors driving the decision: the removal of a potential M&A premium, increased uncertainty around the company’s direction, and added complexity for management amid execution risks.
The tender offer has introduced a layer of uncertainty for Mediobanca’s future. Analysts noted that whether or not the offer is successful, questions remain about the company’s goals and the intentions of its key shareholders.
This ambiguity, paired with the operational and financial challenges of deal execution, has raised concerns about the medium-term strategy of the bank.
Citi Research has adjusted its price target for Mediobanca, increasing it modestly to €6.35 from €6.
The upward revision reflects contrasting factors, including the higher cost of equity due to deal execution risks, the value of deferred tax assets, and excess capital post-third-quarter results.
However, these positives are tempered by ongoing uncertainties and broadly unchanged earnings estimates.
Reassessing the financial impact of the tender offer following recent share price movements, Citi Research analysts found that the proposed terms imply an 11% discount to Mediobanca’s pre-offer price, despite the offer’s initial promise of a 5% premium.
Their updated forecasts project an EPS accretion of 13% by 2027 but also a 30% dilution of tangible book value, with a significant capital impact.
The analysts expressed concerns about potential revenue dis-synergies and the likelihood of achieving lower-than-expected cost synergies.
Market reaction to the tender offer has been lukewarm, reflecting skepticism over the industrial and strategic rationale for the proposed deal.
Citi Research analysts emphasized that for the offer to gain traction with shareholders, the acquirer, MPS, would need to address these concerns with a clearer vision for the combined entity’s strategy and profitability.
While MPS has the excess capital to improve the offer’s financial terms, the market will need convincing that the proposed merger offers sustainable medium-term benefits for valuation and profitability.
The analysts flagged the market's crucial role in the tender offer's success. The low acceptance threshold and overlapping shareholding structure may favor the proposal, but investor concerns regarding its strategic value will likely influence its outcome.
Shares of the investment banking company were down 2.8% at 07:32 ET (12:32 GMT).