Italy seeks guarantees from Generali over Natixis deal, sources say

By Giuseppe Fonte, Valentina Za and Gianluca Semeraro

ROME (Reuters) - The Italian government has reservations over Generali's asset management deal with France's BPCE and wants further guarantees that the Italian insurer will remain in full control of allocating savings collected in the country, three sources close to the matter said.

Italians' 5 trillion euros ($5.2 trillion) in financial wealth are crucial for Prime Minister Giorgia Meloni's conservative government as they help Rome to refinance its 3 trillion euro debt.

Generali this month struck a non-binding accord with BPCE to create Europe's largest asset manager by revenue, by combining their businesses Generali Investments Holding (GIH) and Natixis Investment Managers.

Generali and BPCE have said each will retain decision-making power over the allocation of their respective assets, while pooling management in a joint venture of which their GIH and Natixis IM units would each own 50%. GIH has Taiwanese insurance Cathay Life as a minority investor with 16.75%.

However, contacts between Generali and the government have so far failed to dispel concerns Rome has over the deal with more clarity needed over the distinction between asset owner and asset manager, the first source said.

In the past, the government has cleared transactions under its scrutiny only after reviewing in detail all the relevant contracts, sources have previously said.

Generali and BPCE declined to comment. Generali CEO Philippe Donnet has said the company would engage "willingly and transparently" with authorities to secure clearance.

The deal needs state approval under 'golden power' rules Italy has to shield companies deemed of strategic national importance from unwanted interest.

Such rules need to be weighed against European Union treaties protecting free movement of capital, limiting the government's clout. But they allow Rome to set conditions for the deal to ensure key decision making centres remain in Italy, the first source said.

Within the government, positions vary, with some having stronger concerns, while others are keener to avoid interfering with a market transaction, that person added.

The government's scrutiny while Generali negotiates a binding accord with Natixis comes as Donnet faces a battle for reappointment in May.

Donnet's supporter and Generali's top shareholder Mediobanca last week became a takeover target for state-backed Monte dei Paschi di Siena (MPS).

Since November, MPS's leading shareholders include two Italian investors who are also major Generali shareholders and in 2022 tried in vain to oust Donnet.

More recently, Generali directors appointed by the two shareholders have withheld support for the Natixis deal, which is expected to close in early 2026.

With 1.9 trillion euros in assets, the deal would create a close number two to European leader Amundi, as the continent's asset management industry strives to bulk up in the face of strong U.S. competition and thinning margins.

In presenting the transaction to markets on Jan. 21, Donnet said Generali had briefed the government about it ahead of time, so it would not come as a surprise.

However, confidentiality accords binding Generali executives meant that government officials were not able to get the details they wanted from the insurer, the first source said, adding exchanges would continue and new meetings were expected to take place as early as next week.

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(Additional reporting by Stefano Bernabei in Rome. Editing by Mark Potter)