Squeezed between the creditor banks and the pressure of Isvap, Premafin closes the exchange chapter according to expectations on the eve: yes to the proposal formulated by the board of the subsidiary Fonsai on the four-way merger relationships (to which Milano Assicurazioni had already said yes). And now the ball passes to Unipol.
On the Stock Exchange, Premafin is on a roller coaster: after a cautious start (+2,8%), it kicked into gear upwards by 6% to then reverse course mid-morning and accelerate downwards with two suspensions (theoretical -12% l 'last.) On the other hand, the strange march of the title on the Stock Exchange is not today's surprise: the holding filed +30% on Tuesday and another +23% yesterday. Fonsai was also in the red, selling about 2%, Milano Assiocurazioni (on which Consob has yet to give its opinion on the exemption from the takeover bid) rose by 0,4%% and Unipol sold 1,8%.
The communiqué arrived yesterday around 23.30 pm: the board of Premafin, says the note, "having taken note of the indications of the financial advisor Leonardo&Co SpA and taking into account the preliminary opinion expressed by the Related Parties Committee, also on the basis of the indications of Prof. Dallocchio - resolved to believe that the share pertaining to the current Premafin shareholders in the capital share capital of Fondiaria-Sai SpA (as incorporating company in the context of the merger referred to in the well-known Integration Project) proposed by Fondiaria-SAI in 0,85%, based on current conditions, allows for the definition of the terms of the integration project to continue with the UGF group”.
In short words, the holding will weigh only 0,85% in the new group (which will arise from the merger of the four pre-existing listed companies Fonsai, Premafin, Unipol Assicurazioni and Milano Assicurazioni). A value below the range insistently requested by the holding between 0,98 and 1,16%. Premafin's decision closes the round of opinions on the exchanges of the Fonsai galaxy and allows a definitive proposal to arrive at Unipol which can thus be evaluated by the Bolognese company's board of directors, also called to review its starting plans: it is faced with an exchange ratio for the four-way merger which will place it at 61% compared to the 66,7% requested.
Started yesterday at 18pm however, it was a river board of directorsand, which lasted over four hours of discussions and which saw the Ligrestis leave the scene before the end of the works: in fact, before 10, the president of the holding company Giulia Ligresti left the company headquarters together with her father Salvatore Ligresti. Also on the discussion table are the stakes imposed by Consob for the merger which ask for the termination of the indemnity granted by the agreement to the directors of Premafin, on the point however a new Premafin board of directors called for Friday will have to express itself on the point.
While on the matter of the waiver of the right of withdrawal by the Premafin shareholders, a direct commitment of the Ligresti will be necessary. The reasons for Consob's pronouncement are also expected today (the conditional ok to the exemption to the takeover bid on prema fin and Fonsai). For tomorrow, however, Isvap has requested the convening of a Fonsai board of directors to set irrevocable commitments and milestones for the merger project with Unipol, including the capital increase of Fonsai itself.
