Generali CEO faces shareholder vote on new term after contested Natixis deal

Caltagirone SpA

24/04/2025 10:26

CEO Donnet seeks new three-year term with Mediobanca backing

Faces challenge from investors Caltagirone and Delfin

Caltagirone says he wants to sink Natixis deal

UniCredit holds 6.7% stake, to side with Caltagirone

By Gianluca Semeraro and Valentina Za

TRIESTE, Italy, April 23 (Reuters) - Generali GASI.MI Chief Executive Philippe Donnet faces a shareholder vote on Thursday to stay in the job for another three years, after he struck a landmark asset management deal that irked both a major investor and the Rome government.

The vote is the latest contest pitting top investor Mediobanca MDBI.MI, which owns 13% of Generali, against the second- and third-largest investors, who together own 17% of the insurer and 27% of Mediobanca itself.

They are Delfin, the holding company of late Ray-Ban billionaire Leonardo Del Vecchio, and construction magnate Francesco Gaetano Caltagirone.

ITALIAN TAKEOVER BATTLES

The latest shareholder clash at Generali, which is Europe's fourth-largest insurer, comes  amidst a wave of consolidation in Italian finance, and it has implications for other takeover battles currently unfolding.

In a move that is seen aiding its buyout offer for Banco BPM BAMI.MI, UniCredit CRDI.MI is set to side with Caltagirone on Thursday, after building a Generali stake of 6.7%.

Caltagirone is close to conservative Prime Minister Giorgia Meloni, whose government has thrown a spanner in the wheels of UniCredit's bid for BPM with a set of conditions.

Donnet, 64, has led Italy's biggest insurer since 2016 and was put forward for a fourth term by Mediobanca.

After trying in vain to oust Donnet three years ago, Caltagirone has lined up six candidates for the new Generali board.

In a newspaper interview on Sunday, Caltagirone, 81, said he did not have an alternative CEO to propose, but he could gain enough board seats to stop the "wretched" asset management deal.

Generali in January signed a non-binding accord with French bank BPCE to combine their asset management units - Generali Investment Holding (GIH) and Natixis Investment Managers - to create Europe's biggest asset manager by revenue.

Facing mounting criticism over a deal which needs government approval, Donnet has said the new board would not ignore opposition from Rome if that persisted.

Mediobanca, which enjoys the backing of institutional investors, is expected to appoint nine members of Generali's 13-strong board.

As of April 10, institutional investors held around 32% of Generali, retail investors nearly one fifth. Shareholders representing 68.7% of Generali's capital were represented at Thursday's meeting.

Caltagirone could appoint three or four directors, depending on whether a group of fund managers who together own 0.7% of Generali secures a seat. Besides UniCredit and Delfin, Caltagirone can count on the backing of banking foundation CRT, while Italy's Benetton family is abstaining.

The Natixis deal alarmed Meloni's government fuelling worries it could divert Italians' savings away from the country's large public debt.

Strengthening its ties with the government, Caltagirone in November became a shareholder in bailed-out bank Banca Monte dei Paschi BMPS.MI (MPS), alongside Delfin, when the government sold a stake.

Having since acquired a near 20% combined stake in the Tuscan bank, Delfin and Caltagirone last week helped MPS to secure ample shareholder support for a hostile bid to take over Mediobanca.

The bid is seen as the next showdown in the long-running rift between Mediobanca and Delfin-Caltagirone.

 (Reporting by Gianluca Semeraro and Valentina Za; Editing by Sharon Singleton)

 ((gianluca.semeraro@tr.com; +39 06 80 307 741;))