UNIPOL OFFERS 0,195 EURO FOR PREMAFIN (3,38 FOR FONSAI)
11,6% REMAINS IN LIGRESTI (BUT PARTLY OUTSIDEROVED)
Unipol's Board of Directors has set the conditions for the merger plan with Fonsai. According to the Bolognese company headed by Carlo Cimbri, the price of the Premafin capital increase must not exceed 0,195 euros per share. The last price recorded during the session before the suspension of the stock was 0,2922. Furthermore, as regards the exchanges between the various companies involved in the operation, the objective of the coop company is to reach 66,7% of the new maxi-pole. In short, the Bolognese group does not back down from the initial proposal, despite the final pressure from the advisors of the Ligresti house and the mediation work of the directors of the operation, the creditors Mediobanca and Unicredit.
In summary, with the proposal of a price of 0,195 euro per share, he values Premafin up to 80 million euro, an estimate which implies a valuation of the share in Fonsai of 3,38 euro per share, much higher than today's stock exchange listing of 0,82 euros. The Bologna-based company aims to obtain a share of at least 83% of Premafin following the recapitalization of the holding company, according to what can be indirectly deduced from the maximum price that the group of red coops is willing to pay for the new shares that Premafin must issue as part of the reserved capital increase.
At the maximum price of €0,195 per share, in the event of full subscription of the €400m increase, Unipol would come to hold approximately 2,051bn Premafin shares, to which, to form the new share capital, the 410m of shares already outstanding. Unipol shares would represent approximately 83,3% of the recapitalised Premafin. If this were the case, approximately 16,7% of the capital would remain in the hands of the current shareholders. Of this, 11,6% would be from the Ligresti, if the "suspicion" of Consob according to which the off-shore trusts are attributable to the Sicilian family is confirmed. If the Premafin capital increase reserved for Unipol were less than €400m, the values would be intended and subject to small changes.
In the note issued at the end of the meeting by Unipol Gruppo Finanziario (UGF) and Unipol Assicurazioni, it is stated that the companies "intend to continue with the integration project if the boards of directors of Premafin, Fondiaria Sai and Milano agree, within the scope of their respective pertinence, the economic terms listed above. The price indicated to subscribe the capital increase in Premafin (400 million) "to be considered fair according to current valuation methods, also in view of the objectives pursued by UGF with the integration project" must not exceed 0,195 euro per share .
Furthermore, according to the resolutions of the two BoDs in Bologna with the support of the advisors Lazard, Jp Morgan and Studio Gualtieri e Associati, "the swap of the merger, in order to reflect the economic values of the companies involved, as emerging from the analytical and in-depth evaluations carried out in recent months” must provide that “the investment held by UGF in the ordinary share capital of Fondiaria Sai, as the incorporating company in the context of the merger, is equal to 66,7%”.
The note recalls that the incorporation of Premafin, Milano and Unipol Assicurazioni into Fonsai is aimed at "restoring adequate solvency margins for Fondiaria Sai and creating a primary national operator in the insurance sector".
Unipol's proposal was delivered to the Premafin Board of Directors. Already during the day, after the evaluation of the top management of the holing, the examination of the councils of Fonsai and Milano Assicurazioni will follow. Approached by reporters as she left one of the group's offices, after a family reunion, the president of Fonsai Giulia Ligresti avoided anticipations. “We have advice” she limited herself to saying.
Meanwhile in the morning the lawyers Giuseppe Lombardi and Marco De Luca, who assist the Ligresti family, went to the prosecutor's office in Milan where they met the prosecutor Luigi Orsi. Magistrates are currently assessing whether the conditions exist for asking for the bankruptcy of Imco and Sinergia. The group's lawyers allegedly presented the public prosecutor with a debt restructuring agreement based on article 182 bis of the bankruptcy law. The attempt is to stop a possible request from the prosecutor which could also have repercussions on the merger with Unipol.
