By now in Premafin -1,19% it is open war, today to the sound of revenue stamps and exposed in Consob. Then, perhaps as early as tomorrow, the financial bullets will whistle again in Piazza Affari: Palladio and Sator are ready to rise from the current 8% controlled by the two "spoiljoys" up to the threshold of 10% or even beyond in case of ISVAP authorization. In the meantime, operators bet their cards on Milano Assicurazioni +13% after a suspension due to excessive increases: among the assets that the Fonsai-Unipol hub could sell to Axa, in fact, the Chairman stands out, controlled by Milan. Well bought, in view of a possible battle, Fondiaria-Sai rises by 4,42%, Unipol gains 7,09%.
From these numbers it is clear that Piazza Affari is betting on the four-way integration and, consequently, on the inevitable stew. But, before we get to the great division, there will be other emotions, even if Salvatore Ligresti's no to Sator and Plladio's offer is obvious. But in these cases the shape has its weight. Yesterday, almost coinciding with the launch of the Premafin board of directors which was supposed to respond to the offer made by Palladio and Sator, a complaint arrived at Consob from the lawyers of Matteo Arpe and Roberto Meneguzzo on the "obscure" implications of the four-way merger (Unipol, Fondiaria-Premafin and Milan). In this way, the couple indirectly warned the board not to hastily liquidate the "improvement" proposal they made for Premafin, as Mediobanca wants. If the board controlled by the Ligresti family (aligned with Mediobanca) drops the proposal, the details of a liability action against them could emerge.
Not only. Palladio and Sator they put pressure on the Commission where there is no shortage of discontent (see the departure of Commissioner Michele Pezzinga) against the interventionism of Giuseppe Vegas, who worked so hard to find a solution that would make Premafin's exemption from the takeover bid for Fonsai feasible under the Unipol license plate. The complaint, anticipated by “Repubblica” (the press organ chosen by Arpe against the excessive power of Corriere della Sera and Sole 24 Ore, closer to Mediobanca) focuses on six critical points. First of all, the nature of the exclusivity clause of the Premafin-Unipol contract to verify whether any modification of the transaction could give rise to the forfeiture of the same exclusivity clause.
Arpe and Meneguzzo also want to know, pursuant to article 122 of the TUF, whether there are indemnity agreements with Premafin directors or other agreements of various types, and whether there is an agreement to ensure the right of withdrawal to Premafin shareholders at the moment of the merger with Fonsai and how much this can impact on the assets of the insurance company. Lastly, clarifications are sought on the methods of financing Fonsai which, as far as it turns out, will have to be financed for around 300 million in order to participate in the 1,1 billion Unipol capital increase.
Another battlefield is already looming: the Fonsai assembly of 19 March. At that time, the crux of the criteria for the mutual assessment between Fonsai and Unipol could emerge. According to reports from Il Messaggero, there would be problems in finalizing the due diligence by Fondiaria Sai's advisors on the Unipol 2010 accounts. And in any case.
The battle is now without quarter and the Consob complaint should be followed by action aimed directly at Fonsai and at the meeting of March 16 for the resolution of the capital increase of 1,1 billion. The critical point, it seems, concerns the mutual due diligence criteria between Fonsai and Unipol since the latter, and in particular the subsidiary Unipol Banca, has not been subjected to the clean-up of the financial statements which was instead carried out by the Fonsai management. No less thorny is the chapter of Banca Unipol which, according to rumors, would not have undergone the same drastic cleaning operation to which Fonsai was subjected. In short, Unipol seems close to the finish line. But there are still climbs to face.
