This is why Cattolica and Generali gloat
All the latest news on Cattolica Assicurazioni with the prospects on the agreements with Generali
Paolo Bedoni, the powerful president of Cattolica Assicurazioni, can sleep peacefully. The same can be done by the parts of Trieste, in particular managers and shareholders of the Generali group who are preparing to enter the Verona company with a significant stake. The Court of Companies of Venice – it was Cattolica herself who communicated it – in fact rejected the appeal of 34 shareholders against the shareholders' resolution of last June 27 which gave the board the power to increase the capital of 500 million, with the exclusion of the option right, requested by IVASS due to the decrease in the Solvency Ratio.
Now, therefore, the road should be cleared for the entry of Assicurazioni Generali which, with Verona – 3.6 million customers and 6.9 billion in total deposits at the end of 2019 – is aiming for collaboration in particular on asset management, health and reinsurance . For its part, Generali is ready to bring 300 million euros as a dowry to Verona by buying 54 million new shares at a price of 5.55 euros each, 54% more than the price on 24 June. Upon completion of the transaction, Generali will own 24.4% of Cattolica. "To complete the story – Il Sole 24 Ore writes today – it remains to await the hearing on the merits (relating to the request for cancellation), which may be challenged by the applicants".
WHO AND WHY CHALLENGED THE RESOLUTION OF CATTOLICA
But what did the riotous partners ask ? Among the 34 small shareholders – equal to 0.18% of the total, with a total ownership of 54,418 shares equal to 0.03% of the total, as Cattolica announced – there are Michele Giangrande, candidate of the dissidents for the position of director delegate (went to the general manager Carlo Ferraresi), Maurizio Zumerle, president of the small shareholders of Cattolica, Enzo Zambelli and Monsignor Giorgio Benedetti, president of the Diocesan Institute for the Support of the Clergy of Verona, supported by local entrepreneurs and politicians. According to the applicants, the problem is that the shareholders did not provide adequate information at the meeting and the late and poor communication made to the vote would have weighed on the vote. Furthermore, the right of option was limited without explaining the reasons. Basically – as stated in the appeal of the resolution – “extremely important information (ie the partnership project with Generali) was received only after the deadline for voting at the meeting, set for 24 June”.
WHAT THE COURT OF VENICE HAS DECIDED
The judge of the Court of Venice, Lina Tosi, announced yesterday her decision to reject the appeal of the applicants who will also have to bear the legal costs. According to what Cattolica reports in a note, the convocation of the shareholders' meeting of 27 June is considered to be the convocation by law and any violations, in any case not subject to the dispute, such as the subscription of the capital increase by Generali before the transformation of Cattolica from a cooperative into a joint stock company, approved by the shareholders' meeting of 31 July.
It should be remembered that the board of directors of the Venetian company a few days later approved the exercise of the delegation in part, i.e. for 300 million euros, in favor of Generali and in part, for the other 200 million, in favor of all shareholders. An operation on which no time can be wasted, Cattolica points out, highlighting how the Insurance Supervisory Institute has set "a very short deadline – September 30, 2020 – as the maximum within which the capital increase must be carried out" .
The judge of the Court of Venice quantified the possible damage for the applicants at 280 thousand up to the total loss of the value of the shares held. "An individual damage for some certainly not serious – underline by the insurance company – and in any case for all well restorable by Cattolica".
THE MINALI AFFAIRE
It should not be forgotten that Cattolica Assicurazioni has another open front, the one with the former CEO Alberto Minali , whose powers were removed on 31 October 2019. On 29 May Minali resigned from the board of directors and at the same time sent to the top management of a claim for € 9.6 million in compensation. On this issue, the Cattolica board has decided not to negotiate, so it will go directly to the dispute in the Court.
This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/economia/ecco-perche-cattolica-e-generali-gongolano/ on Tue, 25 Aug 2020 05:41:32 +0000.