The board of Italian insurer Fondiaria-SAI SpA (FSA.MI) said
late Monday it is prepared to carry on with initial plans to merge
with Unipol Gruppo Finanziaria SpA (UNI.MI), together with FonSAI's
parent company, Premafin Holding di Partecipazioni SpA (PF.MI), and
its unit Milano Assicurazioni.
But the decision is based on the assumption that Unipol will as
soon as possible clear the uncertainty over how it intends to
overcome two clauses in the agreement, that some members of the
Ligresti family---which controls FonSAI through Premafin--refuse to
give up, FonSAI added.
Italian stock market regulator Consob had conditioned the
exemption to launch a full takeover bid by Unipol on all of
Premafin to the removal of these clauses.
Under the merger deal, Unipol will take a 61% stake in the
merged business, FonSAI will get 27.45%, Milano Assicurazioni will
hold 10.7%, while Premafin will have 0.85%.
In addition, FonSAI said its board has also agreed to assess an
offer received last week by investment funds Sator Capital and
Palladio Finanziaria and grant them access for due diligence at a
date yet to be determined.
The two funds said Friday they had submitted a proposal to
FonSAI's board that 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.
Exchange website: www.borsaitaliana.it
-Write to Enza Tedesco at enza.tedesco@dowjones.com