Fondiaria Assicurazioni

Deminor represents a group of institutional and private investors in Fondiaria Assicurazioni in connection with the takeover of Fondiaria by SAI.

On February 18, 2002, SAI acquired from Montedison a 29% stake in La Fondiaria Assicurazioni S.p.A. (hereafter "Fondiaria") with the financial assistance of five white knights and in coordination with Mediobanca, an important Fondiaria shareholder. As a result of the transaction, SAI, Mediobanca and the five white knights jointly controlled more than 30% of the outstanding shares of Fondiaria, which brought them under an obligation to launch a tender offer on all of the outstanding Fondiaria shares in accordance with Italian law.

However, the white knights never launched a takeover bid on the outstanding shares. CONSOB, the Italian market regulator, first approved the transaction without any objections, but later on reversed its initial decision by declaring that the white knights were under an obligation to launch a takeover bid. However, CONSOB could not force the buyers to actually launch the bid nor could it grant damages to minority shareholders.

In November, 2003 various minority shareholders of Fondiaria, among whom a group of shareholders represented by Deminor, went to court to claim damages for the losses suffered as a result of these transactions. On June 8th, 2005, the Court of Milan granted compensatory relief to a small group of minority shareholders by condemning Sai-Fondiaria and Mediobanca to pay damages for an amount of 2.56 Eur per Fondiaria ordinary share (plus interest). The decision only benefits to the few minority shareholders who had filed the law suit. Deminor's action is still pending before the Commercial Court of Milan.