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19 June 2025
Jack Grogan-Fenn
June 19, 2025
Shareholder votes at two separate major companies have been pushed back amidst concerns that shareholders may vote against attempted acquisitions by the firms.
The votes which have been delayed are at Italian bank Mediobanca and Brazil’s second largest food processor Marfrig. The votes were due to take place at Mediobanca’s AGM on June 16 and at a Marfrig shareholder meeting on June 18. The former has shelved its AGM until September 25, while Brazilian securities regulator CVM suspended the latter’s meeting for 21 days.
Both votes were postponed due to shareholder requests for additional information on the acquisitions, although it has been reported that investors in the two firms are unhappy over elements of the respective purchases.
Mediobanca’s acquisition of fellow Italian bank Banca Generali was announced in April. The decision was made to strengthen Mediobanca to stave off takeover attempts from the state-backed Banca Monte dei Paschi di Siena (MPS).
Mediobanca confirmed the delay to its AGM on June 15, with shareholders expected to vote against the acquisition.
Cement manufacturer Caltagirone’s CEO Francesco Gaetano Caltagirone, a primary proponent against the acquisition, recently expanded his stake in Mediobanca from 7% to 10%, increasing the likelihood of the acquisition being rejected.
The company’s largest shareholder, vacuum cleaner producer Delfin, is against the acquisition. Andrea Orcel, CEO of UniCredit, is also expected to vote against the purchase, representing 1.9% of Mediobanca’s shares.
Delfin owns 20% of Mediobanca, meaning Delfin, Caltagirone and UniCredit collectively own almost a third of the bank’s shares.
MPS is anticipated to initiate a hostile bid for Mediobanca next month. If this move succeeds, it could see the Mediobanca’s acquisition of Banca Generali fall apart.
In January, Mediobanca rejected a takeover bid from MPS. The company branded the offer as being “devoid of industrial and financial rationale” and “destructive of value” for both Mediobanca and MPS shareholders.
Meanwhile, Marfrig’s shareholder vote has been postponed until July 9 by CVM due to minority shareholders at the company demanding additional information comprehend the criteria for each company's valuation and the exchange ratio of the transaction.
The acquisition would see Marfrig acquire poultry and pork processing company BRF. Marfrig holds a controlling stake in BRF and it intends to finalise its takeover with a share-swap deal which would see the companies merge into a new firm called MBRF.
According to reports from Reuters, some shareholders are dissatisfied with the proposed terms of the deals, with almost half of remote votes on the acquisition ahead of the in-person meeting being abstentions.
The delay has seen Marfrig shares drop by 4.6%, while BRF’s shares dropped 4.3%.
A majority of shareholders voting to reject an acquisition would be a major surprise, with just one merger defeated in the last 18 months. According to Minerva Analytics data, between January 1 2024 and June 12 2025 there were 153 shareholder votes to approve mergers.
Twenty-one of these votes received more than 5% shareholder dissent, though only three votes saw dissent of 30% or more.
The highest level of shareholder dissent was 36.99% at American energy company Hess Corp, where 29.11% voted against a merger with oil and gas giant Chevron and 7.89% abstained. The merger between Hess and Chevron has been held up by an ongoing dispute with fellow oil and gas company Exxon Mobil.
Meanwhile, the only merger defeated was at American telecommunications company Frontier Communications. The vote saw 30.55% shareholder dissent, comprising 9.54% votes against the merger and 21.01% abstain.
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