Generali says any BPCE asset management deal needs prior sign-off by its board

MILAN (Reuters) -Any final agreement between Italy's top insurer Generali and France's BPCE to combine their asset management businesses will be subject to prior approval by the insurer's board of directors, Generali said on Thursday.

Generali and BPCE signed in January a non-binding accord to combine their units - Generali Investments and Natixis Investment Managers - into an entity that would be Europe's biggest asset manager by revenue.

The plan has been strongly opposed by two of Generali's biggest shareholders, and has raised alarm in Rome, where the government is keen for Italians' savings to be invested domestically.

The two investors, Italian tycoon Francesco Gaetano Caltagirone and Delfin, the holding company of the heirs of the late Ray-Ban billionaire Leonardo Del Vecchio, hold three seats on Generali's board. The other 10 board members were appointed by top shareholder Mediobanca.

Italian state-backed lender Banca Monte dei Paschi di Siena, in which both Caltagirone and Delfin are significant shareholders, secured on Monday a stake of 83.3% in Mediobanca after a takeover bid. 

"The execution of any final agreement concerning the transaction will be in any case subject to the prior approval of the competent corporate bodies of each party," Generali said in a statement published on its website. 

Italian media had speculated that the transaction could be put to a shareholder vote.

The two companies will continue to negotiate until December 31, the insurer said. 

It also confirmed that it had agreed with BPCE to scrap the 50-million-euro ($58.7 million) break-up fee that would have been triggered if the proposed deal fails to go ahead. 

($1 = 0.8516 euros)

(Reporting by Gianluca Semeraro, editing by Alvise Armellini and Keith Weir)