What a home Unipol there would have been a reorganization the market was expecting it. What surprised the financial center this morning were the condizioni announced. So much so that Piazza Affari definitely celebrated. The reorganization of the Bolognese group, led by the CEO Carlo Cimbri and the general director Matteo Laterza, passes through the simplification of its corporate structure hinged on Unipol, leading holding company, e UnipolSai, the platform on which the operational activities of the insurance group refer, created with the shortening of control chain of the group.
Unipol, takeover bid on UnipolSai
To this end, Unipol is launching a'Public takeover offer voluntary totalitarian acquisition of Unipol over UnipolSai, which it already controlled at 85,21%, at the price of € 2,7 per share, which incorporates a 12,6% bonus compared to the closing of the stock yesterday on the stock exchange and is "cum dividend”, i.e. it also brings with it the coupons of any dividends distributed by UnipolSai. The exchange ratio of the operation is equal to 3 Unipol shares for every 10 UnipolSai shares.
The offer concerns up to a maximum of 417.386.600 UnipolSai shares, representing 14,750% of the share capital, which entails a outlay of 1,13 billion. After the merger, expected at the end of the year, the current shareholders of Unipol will find themselves in direct control of the shares of the operating company and which will take the name of Unipol Insurance. The merger will be subject to approval by theextraordinary assembly of Unipol on 21 October 2024.
La MY BAG immediately welcomed the prospect with the Unipol stock trading in the late morning at 6,89 euros with an increase of 19,95%, while UnipolSai is at 2,67 euros up by 11,60%, bringing the takeover price closer .
Unipol, decision-making processes also simplified
It goes without saying that the operation will also change and simplify the food supply chain decision-making processes of the group. “The company that will be created from the merger” explains a note from the group “will be one of the main Italian insurance companies, listed on regulated markets, which will also play the role of leader of the Unipol group, in line with national and international best practices and with the market expectations". Furthermore, with the takeover bid, the Bologna group wants to "rationalize the group's corporate structure, while simplifying the decision-making processes". Add to this the objective of “optimizing the cash profile and funding”, achieve some synergies of costs related to the optimization of central structures and “optimize the solid position of solvency group, also from a prospective perspective".
Unipol, also Bper and Pop Sondrio in the reorganization
The reorganization will therefore give more liquidity to the future stock and maximize the intragroup structure by also bringing order to the cross-shareholdings, also a legacy of the complex operation with FondiariaSai, which led to a four-way merger. The reorganization will necessarily also concern the entire banking part: today UnipolSai has 9,3% of Bper bank and 9,6% of Pop Sondrio, while the Unipol group holds 10,5% of the Emilian bank and 10,3% of the popular Valtellina bank. At the end of the year, the banking shareholdings will all belong to the single entity Unipol Assicurazioni which will instead hold just under 20% of the two banks, "with benefits in terms of expected profitability and diversification in relation to both sources of revenue and risk factors ” says a note.
Unipol, co-ops have the majority of voting rights
In the new structure the cooperatives today Unipol shareholders will still retain the majority of the voting rights of Unipol Assicurazioni thanks to the increased vote. Today the main shareholder of the holding is Coop Alliance 3.0 which holds 22,2% of the capital, but 29,3% of the voting rights, with Unipol's free float equal to 51,32% which drops to 36,456% considering the voting rights. While that of UnipolSai is 14,75% and is reduced to 8,144% for voting rights. In the new aggregate, the free float will be higher than 40%, with the possibility of also attracting institutional investors who have so far remained on the sidelines due to the lack of liquidity of the stock.
Unipol, consolidated profit of 1,331 billion in 2023, dividend rises to 0,38 euros
Unipol also announced the results for the 2023 financial year this morning which show a consolidated profit of 1,331 billion euros, up compared to the 866 million in the previous year and with a prize collection rose by 10,4%, to 15,1 billion euros, to which the damage branch contributed 8,7 billion (+4,2%) and the life branch for 6,4 billion (+20%). The dividend, was fixed in 0,38 € per share up compared to 0,37 euros in 2022, equal to a total dividend of 273 million. Confirmed is "an income trend for consolidated management for the current year in line with the objectives set in the 2022-2024 strategic plan" says the note.
UnipolSai, net profit of 766 million in 2023, dividend at 0,165 euros
UnipolSai instead he ended 2023 with a Net income consolidated of 766 million euros, up compared to the 651 million of the previous year and with a insurance collection rose by 10,4% to 15,1 billion. The dividend proposed amounts to 0,165 euros per share (equal to a dividend yield of 6,1% at the takeover price of 2,7 euros), compared to 0,16 euros in 2022. Premiums in the non-life business grew by 4,2 % to 8,7 billion while those in life increased by 20% to 6,4 billion. The combined ratio, the profitability index of insurance technical management, stands at 98,2% while the solvency ratio, the main index of capital solidity, amounts to 283% of the regulatory minimum.
