The awaited Antitrust verdict on the extent of the suspension of the Fonsai-Unipol operation comes with a happy ending after the earthquake of the announcement. At least for now. As already leaked yesterday, the Competition Authority has moved in the direction of detente towards the companies involved. As? Accepting the methods presented by the parties themselves as the correct interpretation of the suspension of the merger between Fonsai and Unipol decided by the Authority last week with the start of the preliminary investigation on the operation.
The brief press release arrived after closed markets affirms: the authority has judged the methods of implementation of the resolution itself presented by the parties to be consistent with the suspension resolution, passed on 26 April: in fact, all acts that would have irreversible effects are suspended and it is a commitment was presented to adopt a procedure which envisages a reinforced system of segregation of information. To this end, within five days, the parties will have to indicate the specific methods they intend to observe to ensure that no exchange of information of a strategic-industrial nature takes place.
In practice this means that Premafin, Fonsai, and Unipol have obtained a little more margin than the worst forecasts to take a few more steps towards the wedding, instead of freezing everything. In detail: Premafin will be able to proceed with the shareholders' meeting for the capital increase, with the stipulation of the restructuring agreements with the creditor banks in implementation of the recovery plan and the parties will be able to continue negotiating the share swaps. The drafting of the information prospectuses for the purposes of the UGF and Fonsai capital increases was also consistent with the Authority's resolution.
However, the phases of underwriting the capital increases of Unipol Gruppo Finanziario and Premafin, the approval of the merger project and any activity concerning the sharing of the joint industrial plan of the merger remain suspended. The counterpart to a more relaxed line than that of a total blockade had already been partially anticipated by those directly involved at the end of the whirlwind talks with the authorities.
From the Mediobanca front, manager of the operation and itself a knot to be solved due to its position as leading shareholder in Generali and at the same time potential shareholder in the large post-merger Unipol due to its role of guide of the consortium of both increases, came the willingness of Alberto Nagel to sterilize and sell within the agreed time any shareholding in Fonsai or Unipol which may derive from the recapitalization of the two companies. Carlo Cimbri, CEO of the Bolognese group, has also loosened his positions and after having claimed responsibility for an operation in recent days that concerned the entire perimeter taken into consideration with possible sales of only company branches, he said he was willing to sell one or more brands belonging to the Fondiaria Sai-Milano insurance group.
Commitments, among other things, recalled by the Authority in its final warning: The assessment of the Antitrust on the merits of the transaction remains unaffected, which is also subject to the specification of the UGF industrial plan, in the light of the commitments announced by the Parties and by Mediobanca. In the meantime, news arrives from the Premafin front that Oscar Pistolesi resigned yesterday from the Premafin Board of Directors for personal reasons. Pistolesi was a member of the remuneration committee.
