Premafin Board OKs Merger; Seeks Clarifications From Unipol
06/10/2012| 11:33pm US/Eastern
The board of Premafin Finanziaria Holding di Partecipazioni SpA (>> Premafin Finanziaria SpA), the holding company of Fondiaria-SAi SpA (>> Fondiaria - SAI SpA), or FonSAI, said early Monday it has decided to accept the latest proposal to merge with Unipol Gruppo Finanziario SpA (>> UNIPOL), FonSAI, and Milano Assicurazioni SpA.
Under the deal, Unipol will take a 61% stake in the company that will result from a complex operation, FonSAI will get a 27.45% of it, Milano Assicurazioni will hold a 10.7% stake, while Premafin will have a 0.85% holding in the company.
However, Premafin's board also requested that Unipol confirms, before Premafin's shareholders meeting on Tuesday, whether the recent statements made by two members of the Ligresti family, which control Premafin, will indeed render its merger offer void.
On Friday, Jonella and Paolo Ligresti said they will not renounce their rights to be exempted from potential legal action that triggers a series of buyouts of subsidiaries, a condition widely held--not least by Italian regulators--as essential for the deal with Unipol to proceed.
Premafin said its board has also decided to analyze the terms and conditions of a new offer put forward by investment funds Sator Capital Ltd and Palladio Finanziaria.
On Friday the two funds said they had submitted a proposal to FonSAI's board which would ultimately raise EUR800 million in fresh equity--50% more than the company's current market capitalization for the insurer, raising its regulatory solvency ratio and helping other investors and creditors recover value.
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