Italian financial mega-deal off as Intesa ditches Generali plan

By Francesca Landini

MILAN (Reuters) - Italy's biggest retail bank Intesa Sanpaolo (ISP.MI) abandoned plans to join forces with the country's largest insurer Assicurazioni Generali (GASI.MI) on Friday, saying a tie-up would not create value for its shareholders.

A merger of the two would have created an Italian financial giant with a market capitalisation of around 60 billion euros (50.86 billion pounds), but Intesa's decision to walk away leaves Generali vulnerable to a possible foreign takeover.

Management changes at Generali and political weakness in Rome helped fuel bid talk in recent months, with media reports suggesting Axa (AXAF.PA), Germany's Allianz (ALVG.DE) and Switzerland's Zurich Insurance Group (ZURN.S) might be interested in the Italian insurer.

However, French insurer AXA said earlier this week that it was not pursuing major deals, including Generali.

Generali, whose biggest investor is influential investment bank Mediobanca (MDBI.MI), is seen by Rome as a strategic asset because of its large holdings of Italian government bonds.

Intesa, which pledged to continue to grow "organically" in line with its 2014-2017 business plan, could also come under pressure for leaving investors guessing on its strategy for weeks and finally backtracking from its plan.

The bank said last month it was examining a possible industrial combination with Generali after media reports pushed it to reveal its intentions.

In an attempt to dampen market speculation, Intesa's chief executive Carlo Messina said at the beginning of February the bank would not sacrifice its strong capital base nor a generous dividend payout for the sake of a deal.

"The management has completed the assessment ... and sees no opportunities fulfilling the criteria set for the group's growth options," Intesa said on Friday.

Intesa cited value creation for its shareholders and the intention to maintain one of the strongest capital bases among Italian lenders as its criteria for possible M&A options.

The bank said it would continue to expand its wealth management business and develop non-life insurance to the same level of its life business.

Intesa's shareholders had responded coolly to the idea of a merger, with its shares dropping 16 percent since its interest in Generali was revealed. The insurer's stock rose 3 percent over the same period.

(Editing by Alexander Smith)