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Unipol moves to acquire UnipolSai for strategic consolidation!


Unipol moves to acquire UnipolSai

Italian financial group Unipol made a significant announcement on Friday regarding its intention to acquire the remaining 14.75% stake in UnipolSai, valuing the insurer at approximately 7.64 billion euros ($8.2 billion). This strategic move aims to streamline the structure of the group.


The market responded positively to this long-awaited development, with shares in Unipol experiencing a surge of up to 23.5%, reaching their highest level since February 2012. Similarly, shares in UnipolSai, the second-largest insurer in Italy, saw an increase of as much as 12.4% following the approval of the offer by its board.


Carlo Cimbri, Chairman of Unipol, emphasized the significance of this step in a press conference, referring to it as the culmination of a simplification process that has been underway for some time. He highlighted the favorable conditions for such a move as repoted by Reuters.



Cimbri further elaborated that the consolidation of the two entities into a single, combined entity listed on the Milan stock exchange would yield several benefits, including cost savings, optimization of cash and funding profile, and simplification of decision-making processes.


Unipol's offer for the remaining shares of UnipolSai amounts to 2.70 euros per share, representing a premium of 12.6% over UnipolSai's closing price on February 15. Alternatively, Unipol proposes to exchange three of its own shares for every 10 shares of UnipolSai, offering existing shareholders the opportunity to become investors in Unipol.


The financing for this transaction will be sourced from Unipol's own financial resources, with the cash offer valued at 1.13 billion euros if fully taken up. Following the completion of the deal, the group will be rebranded as Unipol Assicurazioni SpA, with the expected closure slated for the end of 2024.



Financial analysts have noted that this merger will simplify Unipol's position within a consolidating banking sector. However, Cimbri asserted that the group's strategies will remain unchanged despite the restructuring.


Unipol holds substantial stakes, nearly 20% each, in mid-sized Italian lender BPER Banca and smaller peer Popolare di Sondrio, positioning itself as a significant player in potential consolidation scenarios within the banking sector. Cimbri reiterated that BPER has no interest in merging with Banca Monte dei Paschi, in which the Italian state holds a 39% stake.


Additionally, Cimbri reaffirmed that Unipol's stakes in BPER and Pop Sondrio are not up for sale, emphasizing their strategic importance to the group.



In its financial report, UnipolSai disclosed a rise in its 2023 consolidated net profit to 766 million euros from 651 million euros in 2022. The proposed dividend per share for the year stands at 0.165 euros, compared to 0.16 euros in the previous year.


Mediobanca provided advisory services to UnipolSai's board of directors, while Rothschild & Co acted as the financial adviser to UnipolSai's related-party transactions committee. Jefferies advised Unipol's board of directors on both the merger and the tender offer, with UBS Europe serving as the financial adviser to Unipol's related-party transactions committee.


17.02.2024



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