The Unipol group will digest UnipolSai
Unipol has approved a corporate rationalization project "to be achieved through the merger by incorporation of UnipolSai into the Unipol group". Facts, numbers and insights
Unipol accelerates upwards further, gaining 22% to 6.99 euros per share on Piazza Affari (Ftse Mib at +0.66%), placing itself firmly at the top of the list. This morning, with the markets still closed, the insurance company announced the launch of a takeover bid on UnipolSai (+11.1% at 2.66 euros) for a price of 2.7 euros per share which incorporates a premium equal to 12 .6% compared to yesterday's official share price which saw the stock close at -0.42% at 2.39 euros per share. The operation is aimed at the merger and creation of a single insurance company which will take the name of Unipol Assicurazioni Spa.
CORPORATE RATIONALIZATION PROJECT IN THE UNIPOL GROUP APPROVED
The Unipol group has approved a corporate rationalization project "to be achieved through the merger by incorporation of UnipolSai into Unipol Gruppo". As part of the operation, we read in a note , the launch of a voluntary public takeover offer by Unipol on UnipolSai at the price of 2.7 euros per share is expected.
THE VALUE OF THE TAKEOVER
The maximum amount that Unipol will have to pay for the takeover bid on UnipolSai amounts to approximately €1.13 billion, in the event of total acceptance by the market of the offer that the Bologna group intends to launch on the insurance subsidiary, for the purposes of shortening the control chain. A framework agreement has already been signed between Unipol Gruppo and UnipolSai aimed at establishing the main terms and conditions of the merger, regulating the preparatory and/or functional activities for its implementation, as well as establishing the relevant timing, the interim management of the companies of the group and the conditions and methods of execution of the operation.
THE COMPANIES THAT WILL BE MERGERED INTO UNIPOL
The project involves the merger by incorporation into Unipol of UnipolSai Assicurazioni, as well as of Unipol Finance Srl, UnipolPart I SpA and Unipol Investment SpA, companies wholly owned by Unipol which hold shares in UnipolSai, with an exchange ratio determined by the boards of directors of Unipol and UnipolSai in 3 Unipol shares for every 10 UnipolSai shares.
THE DETAILS OF THE OPERATION
The merger will be submitted to the extraordinary meeting of Unipol for approval on 21 October 2024. Unipol shareholders who do not participate in promoting it will be able to exercise the right of withdrawal, at €5.27 per share. The merger, which will involve the change of Unipol's corporate purpose, is subject to the fact that the maximum outlay for withdrawal to be paid by Unipol does not exceed 100 million euros.
THE STAGES OF THE MERGER
The completion of the merger – subject to obtaining the necessary regulatory authorizations and the lack of occurrence of particularly significant events capable of significantly impacting its assumptions – is expected by the end of 2024. It will have a positive impact on Unipol's solvency ratio , an impact that is reduced depending on the degree of acceptance of the takeover bid as well as the exercise of the right of withdrawal. Even in the presence of total acceptance of the takeover bid and exercise of the right of withdrawal within the maximum limit established by Unipol "there would be no significant negative impacts on the solvency ratio of Unipol Gruppo".
THE REASONS FOR THE OPERATION ACCORDING TO THE UNIPOL GROUP
As Unipol explains, the meaning of the takeover bid is «to rationalize the group's corporate structure, while at the same time simplifying the decision-making processes. 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".
Added to this are the objectives of "optimizing the cash and funding profile", achieving some cost synergies connected to the optimization of the central structures and "optimizing the group's solid solvency position, also from a prospective perspective".
THE ADVISORS
In the corporate simplification operation and takeover bid on UnipolSai, Unipol was assisted by Jefferies, as financial advisor to the board of directors, Ubs Europe, as financial advisor to the Committee for related party transactions, Wepartner, as methodological consultant, Chiomenti, as legal advisor. Rothschild acted as advisor to UnipolSai as financial advisor to the Committee for related party transactions.
UNIPOL'S 2023 BUDGET
The board of directors of the Unipol group also gave the green light to the 2023 accounts, which closed with a consolidated net result of 1.331 billion euros (from 866 million in the previous year, +53.7%). The result, we read in a note, is positively affected by 267 million euros of the "badwill" recorded as a result of the consolidation of the investment in Popolare di Sondrio (following the acquisition of a 10.2% stake in the bank, which brought the group's overall shareholding to 19.7%). The net result, excluding this extraordinary item, is equal to 1.064 billion.
Direct insurance collection also grew to 15.1 billion euros (+10.4% compared to 2022), with Non-Life at 8.7 billion euros (+4.2%) and Life at 6.4 billion euros ( +20.0%). The combined ratio at the end of 2023 was 98.2% (from 98.6% in September 2023), while the solvency ratio, again at the end of last year, was 200% (in line with the value at 31 December 2022) and takes into account the expected dividends and the consolidation of Banca Popolare di Sondrio . Finally, the dividend rises to 0.38 euros per share (for a "dividend yield" of 6.6%) against 0.37 euro in 2022. As for the future, "an income trend for consolidated management for the current year is estimated in line with the objectives set in the 2022-2024 Strategic Plan".
This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/economia/il-gruppo-unipol-digerira-unipolsai/ on Fri, 16 Feb 2024 09:07:16 +0000.