(Finance) – The Board of Directors of Unipol approved a broad corporate rationalization operation of the Group, “to be carried out through the merger by incorporation into Unipol Gruppo of UnipolSai Assicurazioni”, as well as of Unipol Finance, UnipolPart I and Unipol Investment, the so-called “intermediate holding companies” entirely owned by Unipol Gruppo which hold shares in UnipolSai.
The exchange ratio of the merger, determined by the administrative bodies of Unipol Gruppo and UnipolSai, is equal to 3 Unipol shares for every 10 UnipolSai shares.
In the context of the operation, the company explains in a note, the Unipol Group will also promote a voluntary public purchase offer (OPA) concerning all the ordinary shares of UnipolSai not held, recognizing a consideration of 2.7 euros for each share tendered in the tender offer.
The Consideration incorporates: a premium equal to 12.6% compared to the official price of the Shares as of 15 February 2024 (last trading day before the dissemination of this Communication); and a premium equal to 16.3% compared to the weighted arithmetic average of the official prices recorded by the Shares in the six months preceding the date of dissemination of this Communication.
The merger will be subject to approval by the extraordinary meeting of Unipol Gruppo shareholders, called for 21 October 2024.
The offer constitutes “an additional option granted to UnipolSai shareholders, which will allow those who do not intend to participate in the merger to monetize their investment promptly and under defined conditions”. The positive outcome of the offer “will allow Unipol to further consolidate its controlling stake held in UnipolSai”.
The operation includes, among other things, the change of name from the current Unipol Gruppo into “Unipol Assicurazioni”.
The Offer will concern a maximum n. 417,386,600 UnipolSai shares, equal to 14.75% of the share capital and will be financed by Unipol Gruppo “through the use of its own financial resources”. The consideration will be “cum dividend”.
For the Unipol Group, the operation is aimed at pursuing the objectives of: “rationalizing the corporate structure of the Unipol Group, while at the same time simplifying the decision-making processes of unitary management and governance of the group itself”. The company resulting from the Merger “will be one of the main Italian insurance companies, listed on regulated markets, which will also play the role of parent company of the Unipol Group, in line with national and international best practices and market expectations”.
The merger will make it possible to “optimize the cash and funding profile of Unipol Gruppo; (achieve some cost synergies connected to the optimization of the central structures and related activities; (optimize the solid solvency position of the Group, also from a prospective perspective” Holders of Unipol Gruppo ordinary shares who did not participate in the approval of the merger plan and, therefore, in the modification of the corporate purpose, will be entitled to the right of withdrawal (at €5.27 per share). the merger resolution will not give rise to any right of withdrawal in favor of UnipolSai shareholders.