talian investment bank Mediobanca SpA announced Tuesday it had rejected a €13.3 billion ($13.9 billion) takeover offer from rival lender Monte dei Paschi di Siena, citing the proposal as harmful to shareholder value and lacking a sound strategic rationale.

Offer "Devoid of Rationale"

Mediobanca’s board of directors dismissed the bid, stating it "is devoid of industrial and financial rationale" and calling it "contrary to the interests of Mediobanca." The proposal, made by Monte dei Paschi on Friday, included terms that would have granted Mediobanca shareholders 2.3 new Monte dei Paschi shares for each Mediobanca share, translating to an implied price of €15.99 per share.

Monte dei Paschi, widely regarded as the world’s oldest bank, said the merger would create a major force in Italian banking. The lender, which is being advised by Italian law firm Gianni & Origoni and White & Case LLP, has been attempting to reposition itself after a 2017 government bailout, which led to significant state ownership. The Italian government has since been gradually reducing its stake.

Mediobanca Rejects Loss of Independence

Mediobanca’s board voiced strong concerns about how the deal could undermine the bank’s "identity and business profile." The directors emphasized that the proposal would erode its wealth management and investment banking divisions, key pillars of its business model.

"The deal would generate no benefit whatsoever in these segments," the board warned. "Rather, it would generate a significant deterioration. To provide investment banking services to large and medium-sized corporates requires independence of judgment and an absence of conflicts of interest, both of which are difficult to reconcile with a commercial banking model."

Mediobanca’s rejection highlighted the risks of merging with a commercial bank like Monte dei Paschi, suggesting such a move could alienate clients and damage its standing in high-value banking services.

Overlapping Shareholders Raise Concerns

Both banks share similar key investors, including Delfin Sarl, the financial holding company of late billionaire Leonardo Del Vecchio, and Caltagirone SpA, a cement manufacturer. Mediobanca’s board flagged potential conflicts arising from these overlapping shareholders, calling it a “misalignment of interests relative to other shareholders.”

No Immediate Response

Monte dei Paschi has not responded to requests for comment on Mediobanca’s rejection. Counsel details for Mediobanca were also unavailable at the time of publication.