SAI – SOCIETÀ ASSICURATRICE INDUSTRIALE/LA FONDIARIA ASSICURAZIONI
PRESS RELEASE
PRESS RELEASE
SAI-FONDIARIA: THE AUTHORITY REVOKES THE ACQUISITION CONDITIONS
At its meeting on 12 June 2003, the Competition Authority resolved to lift the conditions originally placed on Premafin and Mediobanca regarding the Fondiaria-SAI operation on the ground that the basic terms underlying the decision adopted on 17 December 2002 no longer obtained.
In its previous decision, the Authority had authorised the Fondiaria-SAI operation on condition that the parties fully and effectively implemented a number of measures, namely:
a) with reference to the Fondiaria-SAI equity interest in Generali, the parties were required to refrain from performing any operation which would result, at any time, in the acquisition of overall voting rights at ordinary General Meetings, by whatever title, in excess of 2.43% of Generali's ordinary share capital. This requirement excluded the acquisition of 3,500,000 ordinary Generali shares (equivalent to 0.274% of the overall ordinary share capital), which could only be acquired in the event that the beneficiary were to exercise the option to sell that had been previously granted by Fondiaria and by its subsidiaries;
b) Fondiaria-SAI was ordered not to take part in the ordinary General Meetings of Generali, even for the purposes of constituting the quorum, so long as it retained an equity interest of 2.43% of the ordinary share capital, which could be raised to 2.704% after the exercise of the option referred to in a) above, either directly, or by proxy;
c) Mediobanca was required to refrain from exercising its voting rights at the ordinary General Meetings of Generali on the basis of its 2% equity interest. In order to ensure compliance with this, Mediobanca was prohibited from voting at the ordinary meetings of Generali acting as a proxy for any other shareholders.
The measures referred to in a), b) and c) above were to be effective until the Authority was persuaded that Mediobanca continued to retain joint control with Premafin over Fondiaria-SAI.
Even though an overall analysis of the present situation did not rule out the possibility that obstacles still persisted, preventing competition in the insurance industry from being fully restored, the changes that had been made after 17 December 2002, particularly the write-off of Premafin's debt with Mediobanca, and the simultaneous reduction of Mediobanca's equity interest in Generali, must be considered, at the present time, to have removed Mediobanca's control over Fondiaria-SAI, jointly with Premafin.
Since the main conditions underlying joint Premafin/Mediobanca control of Fondiaria-SAI no longer obtained, the Authority resolved to lift the conditions set down for the operation to proceed.
Rome, 13 June 2003