Unipol: Italy's Consob Doesn't Require It To Buy All Of Fon-SAI

Italian insurer Unipol Grupoo Finanziario SpA (UNI.MI) said Tuesday that Italian securities regulator Consob has ruled it may not need to make an offer to buy all of larger rival Fondiaria-SAI SpA (FSA.MI) as a result of a complex proposed deal.

Unipol--which wants to merge with Fon-SAI, its Milano Assicurazioni SpA (MI.MI) unit and Premafin Finanziaria SpA (PF.MI), Fon-SAI's main shareholder--also said Consob didn't see any basis for requiring it to make a full takeover offer of Milano Assicurazioni if the deal proceeds.

Unipol's plan is to subscribe to a capital increase of Premafin, allowing the latter to participate in a EUR1.1 billion capital increase at Fon-SAI, Italy's No. 2 insurer.

The complex deal, which some critics note would allow Mediobanca SpA (MB.MI) and UniCredit SpA (UCG.MI) to recover some of their credit exposure to the troubled chain of companies around Fon-SAI, has so far stalled due to lack of clarity about the proposed share-swap ratio.

Fon-SAI said late Monday it will hold an extraordinary shareholder meeting to discuss Unipol's proposal.

-By Christopher Emsden, Dow Jones Newswires; +39 06 6976 6920; chris.emsden@dowjones.com

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