Generali and French bank BPCE have decided to eliminate the €50m break-up fee from their proposed asset management merger deal, reported Reuters quoting two sources familiar with the development. 

This move comes amid uncertainty over the deal’s completion, with opposition from key Generali shareholders and concerns from the Italian government. 

In January, Generali signed a non-binding memorandum of understanding (MoU) with BPCE to merge their asset management businesses, creating a joint venture with balanced ownership and governance.  

The combined entity would manage assets exceeding €1.9tn. 

However, the merger faced resistance from two of Generali’s largest investors and sparked worries in Rome, where there is a preference for channelling Italian savings into domestic investment. 

The Italian government also has the authority to veto deals involving strategic national assets, the news agency noted. 

In April, Generali’s CEO, Philippe Donnet, has stated that he would not contest the government’s stance on the merger if opposition continued.  

The absence of the break-up fee now simplifies the potential dissolution of the deal, the report added.  

Generali’s primary investor is Mediobanca, followed by Delfin, the holding company of billionaire Leonardo Del Vecchio’s heirs, and Francesco Gaetano Caltagirone, a construction magnate. 

Both Delfin and Caltagirone have been vocal critics of the Natixis deal. 

These investors recently gained influence over Mediobanca following its takeover by Monte dei Paschi di Siena (MPS), where Delfin and Caltagirone are the primary shareholders.  

Mediobanca had previously sought to acquire Generali’s private banking division, Banca Generali, to fortify its wealth management market presence.  

However, this €6.3bn bid was thwarted by Mediobanca’s shareholders in August 2025.