Italy's Generali buys three percent of Italian bank Intesa in defensive move

By Valentina Za

MILAN (Reuters) - Assicurazioni Generali said on Monday it had bought voting rights equal to 3.01 percent of Intesa Sanpaolo's (NYSE: ISP) share capital, effectively blocking the lender from acquiring a large stake in Italy's biggest insurer.

The move comes after newspaper La Stampa said that Intesa, one of Italy's biggest banks, was considering buying a stake in Generali and this could possibly be part of a broader deal between Intesa and Germany's Allianz .

Under the scheme, the paper said, the German insurer could buy some of Generali's assets while Intesa would buy a stake worth between 5 and 6 billion euros to protect Italian interests in the insurer. Intesa and Allianz declined to comment.

However, Generali's move, made through a securities lending transaction, would prevent Intesa from making such an investment. The stake Generali has acquired in Intesa is worth 1.2 billion euros, according to Thomson Reuters data.

According to Italy's cross-shareholding regulations, a company cannot hold more than 3 percent of another entity's voting rights if the latter already has a stake of more than 3 percent in that company.

This means Intesa could still buy more than 3 percent of Generali but its voting rights would be capped at 3 percent and it would be obliged to sell any stake above that level within a year. However, the limits would no longer apply should Intesa launch a takeover bid for at least 60 percent of Generali's share capital.

Generali's shares rose more than 7 percent on Monday after the press reports and closed up 3.94 percent at 14.25 euros.

The insurer's market value of 21 billion euros is less than half what it was at the onset of the financial crisis in 2007-2008. The company has repeatedly been at the center of takeover speculation, with France's AXA often mentioned in media reports as a possible buyer.

La Stampa said Allianz had already looked at making a bid for Generali last summer but had decided not to pursue it because of AXA's interest.

The chief executive of Allianz, the third-largest insurer in the Italian market after Generali and UnipolSai Assicurazioni (NYSE: US), said earlier this month he favored a "big takeover" because buying small companies would not make sense.

Analysts were sceptical about a possible three-way tie-up, saying it would likely trigger antitrust concerns in Italy for both the German company and the Italian bank, which also has an insurance business, Intesa Sanpaolo Vita.

"Given the market share that Intesa Sanpaolo has reached in the life business a deal could raise antitrust problems," broker ICBPI said in a note.

Generali's biggest shareholder and Intesa's domestic rival is Milanese investment bank Mediobanca , which has pledged to cut its 13 percent stake in the insurer to 10 percent and has said it could reduce it even further.

Jean-Pierre Mustier, CEO of Mediobanca's major shareholder UniCredit , said in an interview this month that it was important for the country that Generali remained Italian and that Mediobanca had to preserve the insurer's independence.

(Additional reporting by Agnieszka Flak and Paola Arosio; Editing by Jane Merriman, Greg Mahlich)

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