UnipolSai, an Italian financial services company, recently announced that its Board of Directors has approved a plan aimed at streamlining the company’s structure.
This plan involves merging UnipolSai with three other companies—Unipol Finance S.r.l., UnipolPart I S.p.A., and Unipol Investment S.p.A.—into the main parent company, Unipol Gruppo. The merger is expected to be completed by the end of 2024.
As part of the merger, the exchange ratio has been set at 3 Unipol shares for every 10 UnipolSai shares.
Additionally, Unipol Gruppo will initiate a voluntary tender offer (the ‘Offer’) to acquire all ordinary shares of UnipolSai not already owned by Unipol Gruppo. Shareholders who opt into the Offer will receive €2.700 for each share tendered.
This offer includes a share premium of 12.6% compared to the official price of UnipolSai shares as of February 15, 2024, and a 16.3% premium compared to the average prices of UnipolSai shares over the preceding six months.
According to UnipolSai, the purpose of this transaction “will result in the Unipol Group’s corporate structure rationalisation, while simplifying the decision-making processes of direction and governance of the Unipol Group.”
Furthermore, shareholders of UnipolSai who choose not to participate in the Offer can retain their status as shareholders, as UnipolSai will become the parent company of the Unipol Group. Additionally, they will hold securities that offer significantly higher liquidity compared to UnipolSai shares.
Moreover, they will have the opportunity to increase their ownership in Unipol Group’s banking and insurance partners, potentially enhancing profitability and diversification.
AM Best has commented on the financial strength ratings of UnipolSai and its subsidiary, SIAT-Società Italiana Assicurazioni e Riassicurazioni p.A., following their announcement to merge into Unipol Gruppo, stating that the ratings “remain unchanged.”
AM Best adds, “The outlook of these Credit Ratings (ratings) is stable.”
AM Best believes that the merger is unlikely to significantly affect UnipolSai’s credit profile based on available information. However, they will continue to monitor the merger’s progress to assess any potential impacts as details are finalised.
