CDP raises its stake in Nexi and redefines who calls the shots in Italian digital payments
The Italian state did not privatise Nexi only to forget about it afterwards. What CDP Equity S.p.A., the investment arm of Cassa Depositi e Prestiti, has just done is a clear signal that Rome holds a very well-defined position on who controls the country's payments infrastructure — and that it is prepared to defend that position with capital.
The board of directors of CDP Equity approved, at the end of May 2026, the possibility of increasing its stake in Nexi S.p.A. up to a maximum of 29.9 per cent. Today, CDP Equity already holds approximately 19.1 per cent of the group. The distance between those two figures amounts to between 10 and 11 percentage points in a company listed on Euronext Milan that operates at the very heart of payments processing in Europe. The transaction is neither closed nor does it have a publicly announced deadline, but the board's authorisation has already fulfilled its most immediate purpose: moving the share price and signalling to the market that the state is not on its way out.
The most likely path, according to Italian financial media citing sources close to the process, runs first through the acquisition of the 3.2 per cent stake currently held by Mercury UK HoldCo Limited, the vehicle that groups together private equity funds Bain Capital, Advent International, and Clessidra SGR. Once that transaction is completed, CDP Equity would reach a stake above 22 per cent, placing it on a par with Hellman & Friedman LLC, which controls approximately 22.2 per cent of the group. From that point, additional open-market acquisitions would carry CDP up to the approved ceiling.
The 29.9 per cent threshold is not a number chosen at random. In Italy, crossing the 30 per cent mark triggers a mandatory public takeover offer on the entirety of the shares. CDP is buying strategic power without taking on the cost or the exposure of a full tender offer. It is a classic mechanism of intensive minority control, and it works as long as the shareholder agreements support it.
An industrial policy operation disguised as a financial decision
The timing matters as much as the figure itself. Nexi is going through a phase that those in its own orbit describe as delicate. There is an active offer from TPG Capital of approximately 1 billion euros for the group's merchant acquiring division. According to reporting by the Financial Times, CVC Capital Partners had gone as far as evaluating a bid for the entirety of Nexi, valued at around 9 billion euros. In addition, Barclays plc holds a potential stake of 5.133 per cent through derivatives or other instruments, according to a recent filing with Consob.
In that context, the approval by the CDP Equity board is not simply a portfolio decision. It is a positioning intervention. The Italian state is making its presence felt against private investors who, taken together, could end up recomposing the ownership of Nexi in a direction that Rome does not control.
The underlying logic is not difficult to reconstruct. Nexi processes merchant payments, manages card issuance for banks, operates digital solutions for the public sector, and has a presence across multiple European markets. In terms of financial infrastructure, it is an asset that is extraordinarily difficult to replace. European efforts to accelerate instant payments, digital wallets, and the reduction of cash usage mean that a processor of this calibre carries systemic relevance, not merely commercial relevance.
CDP Equity is not buying shares in a payments technology company. It is buying a position over the plumbing through which Italian money flows.
Cassa Depositi e Prestiti reported a record net profit of 3.4 billion euros in 2025 and activated 73.6 billion euros in investments. It has the financial capacity to execute the expansion of its stake in Nexi without creating any tension on its balance sheet. The risk is not one of liquidity. The risk lies in returns, in governance, and in how conflicts are managed between a state shareholder with a political agenda and private funds with a divestment horizon.
The gradual dismantling of the founding bloc
What is also occurring with this transaction, running in parallel to the state's expansion, is the recomposition of the power held by Nexi's original sponsors. Mercury UK — the vehicle of Bain Capital, Advent International, and Clessidra — has been engaged for years in a process of gradual exit. The 3.2 per cent it still holds is a residual of a far larger position that these funds built when Nexi was a consolidation project in the Italian payments market.
The sale of that block to CDP Equity would close a cycle. The founders of the business — those who financed the acquisitions and built the scale — are stepping back. The state, which entered as a reference shareholder to provide strategic anchoring, is now ascending to the role of active controller. Hellman & Friedman, with its 22.2 per cent, remains as the other relevant pole of power, with incentives distinct from those of CDP and a time horizon that, while longer than that of a buyout fund, remains private in nature.
This recomposition is not automatically positive for the quality of decision-making at Nexi. The parasocial agreements — the shareholder pacts that regulate voting rights, the nomination of executives, and the conditions under which shares may be sold — will need to be renegotiated. And that renegotiation will determine who truly governs the company, far more so than the nominal percentage held by each bloc.
The warning issued by Italian media coverage is precise: a greater stake for CDP implies "consequences for the current governance framework and the shareholder agreements." Translated into operational language, this means that the mechanisms by which Nexi can make decisions regarding acquisitions, divestments, or strategic alliances are going to change. And when governance changes in a company of this scale, the cost may not appear on the financial statements for one or two years — but it will appear.
The question that is not reflected in the share price
At this point, it is worth separating what the market is looking at from what the market has not yet calculated.
What the market sees: CDP increases its position, the share price rises because there is a signal of state support, and speculation over a tender offer or a partial acquisition provides liquidity to the stock. This is a predictable mechanism and it is already playing out.
What the market has not yet discounted with precision is the effect that the arrival of a shareholder with objectives that are not strictly financial will have on Nexi's ability to complete M&A moves or divestments that maximise returns for all shareholders. If CDP blocks — or slows down — the sale of the acquiring division to TPG Capital because it considers that business to be strategically important for Italy, the other shareholders absorb that cost. If CDP decides that no merger with a European actor is viable because it would imply losing national control, Nexi's inorganic growth becomes limited to operations that the state considers acceptable.
There is no public signal whatsoever that CDP intends to act in that manner. But the incentives are structured in such a way that it would do so under scenarios of political pressure, and that possibility carries a price that is not yet reflected in today's valuation models.
Barclays Capital, with its potential derived position of 5.133 per cent, is the other variable to watch. That type of exposure, built through instruments rather than direct shares, suggests that there are institutional players positioning themselves to capture optionality, not to take control. Taken together, Nexi's capitalisation table is more loaded with latent tension than its current market price indicates.
The CDP Equity operation is neither a rescue nor a short-term tactical bet. It is the consolidation of the thesis that European states with genuine financial capacity are returning to take direct positions in critical infrastructure, regardless of whether that infrastructure is listed or privately held. Nexi is the most visible Italian case of that movement, but it will not be the last. The debate over how much of the digital financial architecture should remain under public influence does not yet have an agreed European answer, and that absence of consensus is precisely the space in which CDP has just constructed its advantage.
