Assicurazioni Generali S.p.A. (BIT:G) made an offer to acquire remaining 5.5% stake in Societa Cattolica di Assicurazione S.p.A. (BIT:CASS) for Ç84.7 million on July 6, 2022. Under the terms of transaction, Assicurazioni Generali will acquire remaining 12.55 million shares at Ç6.75 per share and the Consideration will be paid on the fifth trading day following the end of the period for the Submission of Sale Requests, i.e. on August 5, 2022, unless extended, in exchange for the simultaneous transfer to Assicurazioni Generali of the ownership title of the shares tendered in the Procedure. The total maximum amount that will be paid by Assicurazioni Generali, in case all of the shares of Cattolica subject to the Procedure are tendered, is equal to Ç84,693,168. Assicurazioni Generali S.p.A. currently hold the total no. 215,799,340 Shares (representing 94.5% of the IssuerÆs share capital) owned by Generali as at the Date of the Information Document). Generali will bear the financial charges needed to pay the Consideration, up to the Maximum Consideration through the use of its own funds, drawing on the GeneraliÆs liquidity deposited with the Bank Guarantor of the Exact Fulfillment. The board have already appointed Cristina Rustignoli, Francesco Bardelli and Carlo Maria Pinardi and accepted the resignations of Giulia Staderini, Laura Santori and Luigi Migliavacca. In case, upon completion of the Procedure, Generali comes to hold an overall aggregate stake of at least 95% of the IssuerÆs share capital, Generali will exercise the Squeeze-Out Right and simultaneously fulfill the Purchase Obligation and the IssuerÆs Delisting will take place. Assicurazioni Generali can exercise the squeeze our rights when it had an aggregate stake of at least 95% of the IssuerÆs share capital. Transaction is expected to close on July 29, 2022.
Equita SIM S.p.A. and Morrow Sodali S.p.A acted as Financial and INformation agent to Generali. Equita, Banca Akros S.p.A., Banca Monte dei Paschi di Siena S.p.A., BNP Paribas Societa Cattolica di Assicurazione S.p.A. Information Document Securities Services û Milan branch, BPER Banca S.p.A., Cassa Centrale Banca û Credito Cooperativo taliano, Intesa Sanpaolo S.p.A. e UniCredit Bank AG, Milan branch are intermediaries appointed to collect the Sale Requests tendered.