--Controlling Ligresti family may upset merger
--Its failure could force Unipol to bid for all of Premafin
--Alternative off from two funds is under consideration
(Adds details throughout.)
By Enza Tedesco and Giovanni Legorano
MILAN--Premafin Finanziaria Holding di Partecipazioni SpA
(PF.MI) said Monday that its board backed the latest proposal to
merge its Fondiaria-SAi SpA (FSA.MI), or FonSAI, insurance business
with Unipol Gruppo Finanziario SpA (UNI.MI) and Milano
Assicurazioni SpA, although Premafin's controlling Ligresti family
could yet upset the deal.
Under the terms of the latest 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 a
0.85%.
But regulators have said the deal depends on the Ligresti family
dropping a clause in the agreement that would prevent Unipol from
taking or supporting legal action against the Ligrestis over their
past activity in Premafin or FonSAI.
Family members Jonella and Paolo Ligresti said Friday they would
refuse to renounce the clause. If they do, Unipol could be forced
to bid for all of Premafin, making the terms of the FonSAI deal
less attractive for it.
The Ligresti family has hundreds of millions of euros in debt
and has to relinquish control of Premafin because it is unable to
take part in a Fondiaria capital increase needed to lift the
insurer's solvency ratio, which currently is below the 100%
minimum. The ratio indicates an insurer's ability to honor
claims.
With the agreed deal under threat, Premafin's board is
considering an alternative offer from investment funds Sator
Capital Ltd and Palladio Finanziaria.
The two funds said Friday they had submitted a proposal to
FonSAI's board which 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.
FonSAI's board will consider the offer at a board meeting
Monday.
In addition, UniCredit SpA (UCG.MI) Chief Executive Federico
Ghizzoni was quoted by local newswires Monday as saying that the
bank had agreed to restructure Premafin's credit. A pool of banks
led by UniCredit lent Premafin a total of EUR322 million.
However, Mr. Ghizzoni said that if the FonSAI merger with Unipol
doesn't go ahead, UniCredit's board has authorized the bank to
start procedures to take control of collateral placed by Premafin
as a guarantee for the loans, according to local newswires.
At 1322 GMT, Premafin shares were down 6%, FonSAI was down
6.11%, Milano Assicurazioni was down 3.37% and Unipol was down
2.40%.
-Write to Giovanni Legorano at
giovanni.legorano@dowjones.com