* Unipol/FonSai to own 3.8 pct in Mediobanca after merger
* Unipol to freeze voting rights in Mediobanca-document
* Insurer will not name directors to bank board-document (Releads, adds background)
By Gianluca Semeraro
MILAN, June 5 (Reuters) - Italian insurer Unipol has agreed to jettison a 3.8 percent stake it will hold in top investment house Mediobanca after a planned takeover of peer Fondiaria-SAI to address competition concerns, a document obtained by Reuters on Tuesday said.
In January Italy’s No.3 insurer Unipol agreed to a contested 1.7 billion euro ($2.12 billion) deal brokered by Mediobanca to rescue loss-making Fondiaria and created Italy’s second-largest insurance group after Assicurazioni Generali.
A document from Italy’s antitrust watchdog outlining commitments made by Unipol and Mediobanca said Unipol will also freeze all voting rights deriving from the Mediobanca stake and will not name any representatives on the bank’s board.
The rescue deal envisages a merger of Unipol with Fondiaria, its debt-ridden parent Premafin and its insurance unit Milano Assicurazioni.
Premafin, controlled by the Ligresti family, owns 3.8 percent of Mediobanca. Under the deal, the stake would be passed on to the new insurance group.
If the deal does not go through Premafin risks bankruptcy and Mediobanca would take a hit given its 1.1 billion euro exposure to Fondiaria and Premafin.
In April the competition watchdog suspended the tie-up plans while it investigated potential competition risks, noting it would examine the relationship between the new merged entity and Mediobanca.
Mediobanca, the largest shareholder of Generali and long at the crossroads of Italian finance, is leading the underwriting consortium for the merger.
According to the document, the regulator was ready to approve the deal once remaining critical points were addressed.
On Saturday the board of Generali ousted its long-standing Chief Executive Giovanni Perissinotto with the backing of Mediobanca.
Italian private equity funds Palladio Finanziaria and Sator have launched a rival bid for Fondiaria which is opposed by Mediobanca and Fondiaria shareholder UniCredit. ($1 = 0.8003 euros) (Reporting By Gianluca Semeraro; Writing by Stephen Jewkes; Editing by Lisa Jucca and Jon Loades-Carter)