*

Centerview, Goldman Sachs ( GS ), Equita provided fairness

opinion

*

MPS/Mediobanca share exchange ratio should be 3.7 not 2.5

*

Says similar past deals led to goodwill write-downs

(Adds context in paragraphs 2-3; comments from statement in

7-16)

By Valentina Za

MILAN, July 11 (Reuters) - Mediobanca on

Friday renewed its opposition to Monte dei Paschi's

takeover offer, saying the price was "totally inadequate" and

some 32% lower than what the bank's board deemed fair.

Monte dei Paschi's (MPS) 14.6 billion euro ($17 billion)

all-share bid for Mediobanca is one of a dozen takeover bids

reshaping Italian finance.

BPER Banca

on Friday said it had acquired 58.5% of Banca Popolare di

Sondrio as it concluded its bid, after improving the

all-stock offer with a 1 euro per share cash top-up.

MPS targeted Mediobanca in January after UniCredit

in November bid for Banco BPM, the merger

partner favoured by Italy's government for MPS - which Rome

rescued in 2017 and had been returning to private hands.

Mediobanca said advisers Centerview Partners, Goldman

Sachs ( GS ) and Equita SIM had provided fairness opinions which, on

average, showed the offer's exchange ratio should be of 3.71 MPS

shares for each Mediobanca share tendered.

MPS is offering instead 2.533 of its own stock for each

Mediobanca share.

Mediobanca said a combination such as the one proposed by

MPS had often proven a failure in the past.

MPS, which for years epitomised Italy's banking woes, is

looking to combine its commercial franchise with Mediobanca's

branch-less operations comprising consumer finance, investment

banking and wealth management.

It would run the two groups separately but sell

Mediobanca products to MPS customers or use the commercial bank

to support Mediobanca's other businesses.

Mediobanca noted that "previous mergers between

commercial banks and wealth managers/private banks ... have

often led to goodwill write-downs and reductions in assets under

management."

To fend off MPS, Mediobanca had proposed focusing its

business on wealth management by buying private bank Banca

Generali from Generali - Italy's biggest

insurer in which Mediobanca is the single largest investor.

The Banca Generali bid, which Mediobanca has been forced

to delay, would see Mediobanca use its stake in Generali as

payment, severing its historic ties with the insurer.

Those ties have long been criticised by Italy's Del

Vecchio and Caltagirone billionaire families, who are leading

shareholders in both Generali and Mediobanca.

The two families have now become key MPS investors and

are expected to support its bid for Mediobanca.

The Milanese bank, which was born after World War Two to

fund the country's reconstruction and used to pull the strings

of Italy Inc, complained about potential conflict of interest

given interlocking shareholdings.

"The presence of the same shareholders ... in MPS,

Mediobanca and Assicurazioni Generali in the context of an offer

exclusively in shares also constitutes a potential misalignment

of the interests of these shareholders with those of the rest,"

it said.

($1 = 0.8552 euros)