Surprise move by the Unipol group which, on the occasion of the approval of its results and those of the subsidiary UnipolSai, announces a "rationalisation" operation of the corporate structure which will involve a takeover bid by Unipol on UnipolSai and the subsequent incorporation of the latter into the parent company , which will take the name of Unipol Assicurazioni.
Unipol will launch the takeover bid on the shares of UnipolSai not yet in its possession at 2.7 euros per share, investing up to a maximum of 1.13 billion euros to acquire the 14.75% of the share capital not yet in its possession and will subsequently promote the merger according to an exchange ratio, already approved by the Unipol and UnipolSai directors, of 3 Unipol shares for every 10 UnipolSai shares.
The takeover bid price incorporates a premium of 12.6% compared to yesterday's closing of UnipolSai and 16.3% compared to the weighted average of the last six months.
Unipol and UnipolSai have also signed a framework agreement which establishes the terms and timing of the merger, which will be submitted to the extraordinary meeting of Unipol for approval on 21 October and whose completion is expected by the end of 2024. Unipol shareholders who do not participate to approve it, they will be able to exercise the withdrawal option, set at 5.27 euros per share, and for which Unipol has set a maximum overall outlay of 100 million, under penalty of abandoning the operation.
The objective of the operation, explains Unipol, is to "rationalize the corporate structure" of the Unipol group, "simplifying at the same time the decision-making processes of unit management and governance", "optimize the cash and difunding profile", "achieve some cost synergies " and "optimize the group's strong solvency position".
As regards the 2023 results, Unipol recorded a growing profit to 1.33 billion, from 866 million in 2022, with premium income rising by 10.4%, to 15.1 billion.
Proposed dividend growth from 0.37 to 0.38 euros and confirmed "profit performance of consolidated management" in line with objectives.
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