Assicurazioni Generali S.p.A. (BIT:G) signed an agreement to acquire the remaining 49% stake in Generali PPF Holding B.V. from PPF Group N.V. for €2.5 billion on January 8, 2013. Under the terms of the agreement, Assicurazioni Generali S.p.A. will acquire the remaining 49% stake in Generali PPF Holding B.V. in two stages; by March 28, 2013, Assicurazioni Generali will acquire a 25% stake for €1.3 billion and by December 31, 2014, Assicurazioni Generali will acquire the remaining 24% stake for €1.2 billion. The transaction will also include a no-cash equity swap with Assicurazioni Generali acquiring from PPF Investments its stake in PPF Beta, which indirectly holds 38.46% interest in Ingosstrakh, while PPF Group will acquire 27.5% interest held by Assicurazioni Generali in the PPF Partners fund manager and the PPF Partners 1 Fund L.P. Assicurazioni Generali will take full management control of Generali PPF Holding with the right to appoint executives at closing. Also Generali PPF Holding will buy the GPH consumer finance insurance business in the CIS countries for €80 million. The proceeds from the transaction will be used to reimburse around 51% of the €400 million bond underwritten by the Generali Group and 51% of the loan for about €2.1 billion granted to PPF Group. In addition, Generali PPF Holding will pay its shareholders a €352 million dividend before the transaction closes in the first quarter of 2013 and a further dividend of 66% of the profits accrued in 2013 and 2014. The transaction is subject to approval of relevant authorities. The Committee responsible for assessing transactions with related parties has unanimously voted in favor of the transactions.

As on March 28, 2013, Generali announced the completion of first tranche of 25% stake in Generali PPF Holding. Generali now holds 76% stake in the Generali PPF and thereon taking the management control. Luciano Cirinà is being appointed as the new Chief Executive Officer of Generali PPF Holding. Simultaneously with the closing of the first tranche, enerali PPF Holding sold to PPF Group its operations in Russia and other countries of the Commonwealth of Independent States. Closing of the second tranche of the acquisition, for the remaining 24% of Generali PPF is scheduled for the end of 2014. As of April 15, 2013, the Russian Federal Antimonopoly Service approved the transfer of the business rights of the minority shareholders of Ingosstrakh to Generali. As of June 26, 2013, the transaction has been approved by the Italian Insurance Supervisory Authority, IVASS. As of June 30, 2013, Assicurazioni Generali completed the acquisition of 38.5% stake in PPF Beta from PPF Investments.

Massimo della Ragione and Giorgio Cocini of Goldman Sachs International acted as financial advisors to Assicurazioni Generali S.p.A. Damian Beaven, Michal Smrek, Ivo Janda, Charlie Lightfoot and Ferigo Foscari of White & Case, L.L.P. acted as the legal advisors to both, Generali PPF Holding B.V. and PPF Group N.V. Lorenzo Corte, Pranav Trivedi, Clive Wells and Dmitri Kovalenko of Skadden Arps Slate Meagher & Flom acted as legal advisors for Assicurazioni Generali. JPMorgan Chase & Co. acted as financial advisor for PPF Group N.V. Deutsche Bank Securities Inc. acted as financial advisor to Generali PPF Holding B.V. Joost Schutte, Lennart Crain, Arnon Kadouch, Rein Ferwerda, Berto Winters, Reinout Vriesendorp, Jaron van Bekkum, Rim Roomberg, René Clumpkens, Caroline Steinmetz, Mark Rebergen and Julie Nieuwe Weme-de Bruijn of De Brauw Blackstone Westbroek acted as legal advisors to Assicurazioni Generali S.p.A. Giorgio Fantacchiotti, Sergio Erede, Gianfranco Veneziano, Giuseppe Sacchi Lodispoto, Massimo Merola, Roberto De Nardis Di Prata, Tecla Ubaldi, Bettina Volpi, Omar Diaz, Federico Borgogno, Francesca di Carpegna Brivio and Federica Munno of Bonelli Erede Pappalardo acted as the legal advisors to Assicurazioni Generali S.p.A. Collas Crill acted as legal advisor for Assicurazioni Generali. Ploum Lodder Princen OWA and Brzobohaty Broz & Honsa, v.o.s. acted as legal advisors for PPF Group.