Unipol Gruppo S.p.A., Unipol Finance SRL, Unipolpart I S.P.A. and Unipol Investment SpA completed the acquisition of 9.7% in UnipolSai Assicurazioni S.p.A. (BIT:US) for approximately ?740 million.
Under the terms of the Framework Agreement, subject to completion of the Merger, all Shares will be cancelled and exchanged for Unipol shares, with the exception of the Shares held, directly and indirectly through the Sub-Holdings, by the Offeror and the treasury Shares held by UnipolSai, which will be cancelled without exchange. Pursuant to the Framework Agreement, the Exchange Ratio has been determined as equal to 3 Unipol shares in exchange for 10 UnipolSai shares (the ?Exchange Ratio?). The Exchange Ratio has been agreed by Unipol and UnipolSai, with the assistance of their respective financial advisors, on the basis of the values resulting from the preliminary figures as at December 31, 2023 approved. The Merger plan will be submitted to the approval of the Extraordinary Shareholders? Meeting of Unipol, convened for October 21, 2024, and of the Extraordinary Shareholders? Meetings of UnipolSai and of the Sub-Holdings, respectively, which will be convened in accordance with the terms of the Framework Agreement. As of March 27, 2024, Commissione Nazionale per le Società e la Borsa (CONSOB) approved the deal. Offer period starts on April 8, 2024, and ends of April 26, 2024. As of April 3, 2024, UnipolSai Assicurazioni board unanimously approved the deal. As of April 25, 2024, a total amount of No. 148,758,022 Shares, equal to approximately 35.521% of the Shares Subject to the Offer, tendered to the Offer. Therefore, on the date hereof, the stake of the share capital that would be held by Unipol and the Persons Acting in Concert - including (i) No. 148,758,022 Shares tendered to the Offer during the Acceptance Period (equal to 5.257% of the share capital of the Issuer), (ii) No. 179,631 Treasury Shares (equal to 0.006% of the share capital of the Issuer), and (iii) No. 2,410,749,524 Shares already held, directly and indirectly, by the Offeror (equal to 85.194% of the share capital of the Issuer) - would be equal to 90.457% of the Issuer's share capital. Therefore, Unipol will be able to achieve the Delisting pursuant to Article 108, paragraph 2, of the TUF.
Jefferies GmbH, acting as financial advisor, UBS Europe SE, acting as financial advisor; - Chiomenti, acting as legal advisor to the offeror. Morrow Sodali Global LLC acted as information agent to offeror.
Unipol Gruppo S.p.A. (BIT:UNI), Unipol Finance SRL, Unipolpart I S.P.A. and Unipol Investment SpA completed the acquisition of 9.7% in UnipolSai Assicurazioni S.p.A. (BIT:US) for approximately ?740 million on April 26, 2024. As a part of closing, the acceptance period relating to the voluntary public tender offer ended and at the end of the Acceptance Period a total number of 274,957,646 Shares, representing approximately 9.717% of the Issuer?s share capital and equal to 65.656% of the Shares Subject to the Offer, were tendered to the Offer. Therefore, taking into account (i) the Shares tendered to the Offer, (ii) No. 179,631 Treasury Shares (equal to 0.006% of the share capital of the Issuer), and (iii) No. 2,410,749,524 Shares already held, directly and indirectly, by the Offeror (equal to 85.194% of the share capital of the Issuer), the Offeror will hold, if the above provisional results are confirmed, No. 2,685,886,801 Shares, equal to 94.917% of the Issuer?s share capital.