Takeover bid for Cattolica, ok is the price right?
Cattolica Assicurazioni: facts, numbers, comments and scenarios on the Assicurazioni Generali takeover bid. Emanuela Rossi's article
The link between Trieste and Verona is strengthened. On Monday, Generali launched a full takeover bid to acquire 100% of Cattolica Assicurazioni, of which it has held 24.4% of the share capital since last year. It should be noted, however, that the Winged Lion has put a much higher figure on the plate than what was done with the participation in the 2020 capital increase.
A move that the markets really liked, so much so that on Monday the Cattolica stock closed the session in Piazza Affari with a jump of 15.11% to 6.97 euros, above the 6.75 euros per share offered by the led group by the French Philippe Donnet with the takeover bid. According to analysts, this is a sign that the price offered will be adjusted.
GENERALI'S OPA ON CATTOLICA
The full public tender offer launched by the Trieste Lion provides for a purchase at 6.75 euros per share, with a premium of 15.3% compared to the stock market price on Friday 28 May and over 40% over the last six months . The maximum outlay for Generali can reach 1.176 billion. In order for the operation to be considered effective, however, it must reach at least 66.67% of the capital or, in the second instance, 50% plus one share and at the same time Cattolica must not proceed with the second tranche of the capital increase of 200 million. .
The offer, as stated in a note released by the insurance group, "will make it possible to further enhance the distinctive characteristics of Cattolica, also thanks to the technological and dimensional contribution of Generali, allowing the realization of important economies of scale and industrial synergies, with a particular attention to the maintenance of some essential elements of Cattolica such as the protection of the identity and the historical link with the territory, the maintenance of the brand and the enhancement of experiences and assets with reference to the agricultural-insurance sector, the third sector (associations and religious bodies ) and to bancassurance in a logic of development and enhancement of the business ".
Attention also to the stakeholders of Generali "that is, shareholders, customers, agents, employees, communities and the environment" for which "the achievement of significant benefits" is expected. When fully operational, the transaction should lead to an "increase in the incidence of profits deriving from the non-life business, in line with strategic preferences in terms of allocation of resources for inorganic growth".
In this regard, it should be remembered that the takeover bid was unanimously voted by the board of directors of Trieste, therefore also by Leonardo Del Vecchio (who has 3.97% of the capital) and by Francesco Gaetano Caltagirone (5.62% ) that not even a year ago – on the occasion of the capital increase – had expressed discontent over the approach to Cattolica.
THE NUMBERS ON THE CAPITAL INCREASE OF CATTOLICA
The amount offered by Generali with the takeover bid is certainly higher than that subscribed in the participation in the capital increase with which the group led by CEO Donnet brought 24.4% of the Veronese institute to Trieste. Last year, in fact, the Leone paid 300 million of the total 500 needed for the recapitalization into Cattolica's coffers.
In a second moment the Ivass also returned to the question . The supervisory institute , following inspections at the headquarters of the Veneto group for the violent clash between the former president Paolo Bedoni and the former CEO Alberto Minali , in fact asked for a profound replacement of the board in view of the transformation into a spa and a completion of the capital increase with the second tranche of 200 million.
Generali's entry into Cattolica, approved by the two companies' boards , was based on three pillars starting from "industrial and commercial agreements capable of generating immediate opportunities and direct benefits for the two groups in four strategic business areas: asset management, internet of things, health and reinsurance ”, as stated in a joint note. Secondly, the aim was to increase the capital "subject to the approval of the transformation into a spa and to certain amendments to the bylaws relating to the governance of Cattolica". Last but not least, Generali would become significant shareholder with 24.4% (calculated by deducting treasury shares) and with the right to subscribe pro quota the subsequent increase for a maximum of 200 million offered as an option to all shareholders.
This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/economia/opa-generali-su-cattolica-ok-il-prezzo-e-giusto/ on Mon, 07 Jun 2021 05:45:28 +0000.