Assicurazioni Generali S.p.A. (the “Offeror” or “Generali”) is one of the major global insurance and reinsurance companies in the insurance and asset management industry: as of December 31, 2020, the Offeror is present in 50 countries, with 65.9 million clients, 72,600 employees, 165,000 agents, € 70.7 billion in premium income and approximately € 664 billion in assets managed.
The Offeror’s common shares are admitted to trading on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A. with ISIN IT0000062072.
As of the Offer launch date, the Offeror already holds 54,054,054 of Società Cattolica di Assicurazione S.p.A.’s shares (the “Issuer” or “Cattolica”), equal to 23.672% of share capital with voting rights.
Generali has launched the Offer with the objective of consolidating its position in the Italian insurance market, consistent with the guidelines of the Generali 2021 Strategic Plan – “Leveraging strengths to accelerate growth.”
The acquisition of Cattolica would allow Generali to become the leading group in Italy in the non-life insurance market and to strengthen its presence in the life insurance market in Italy and Europe.
The strategic partnership launched with the Issuer on June 24, 2020 has highlighted the complementary nature of Cattolica’s business model with that of Generali. Following this logic, the Offer will enable the further enhancement of Cattolica’s distinguishing features, also thanks to Generali’s contribution in terms of technology and size, allowing the development of significant economies of scale and industrial synergies, with direct benefits for clients in terms of products and services.
The Offer should allow clients of both companies to benefit from the broad range of products, the extension of distribution networks and the integration of important digital technologies.
The Offer will further strengthen Cattolica’s distinguishing areas, thanks to Generali’s technological contribution and size, with particular attention to the maintenance of several of Cattolic’s essential elements such as:
- the protection of Cattolica's identity and historical link with its territory of origin;
- maintaining the Cattolica brand;
- the enhancement of experiences and assets with reference to the agricultural-insurance sector, the third sector (associations and religious bodies) and bancassurance in a logic of business development and enhancement.
The Offeror aims to acquire the Issuer’s entire share capital (or at least share capital equal to 66.67% with voting rights, as indicated in the Offer’s Conditions of Effectiveness, or else, at least equal to 50% plus 1 (one) share of Issuer’s share capital with voting rights) and obtain the delisting of the shares from the Mercato Telematico Azionario.
In the event that, upon completion of the Offer, the Offeror holds more than 90%, but less than 95% of the Issuer's share capital, the Offeror hereby declares that it will not re-establish a free float sufficient to ensure the regular trading of the Issuer's shares.
In the event that, upon completion of the Offer, the Offeror holds greater than 95% of the Issuer's share capital, the Offeror hereby declares its intention to exercise its right to purchase the Issuer's remaining outstanding shares, pursuant to art. 111 of the TUF.
Please note that, should the conditions for the delisting of the Issuer's shares not be met upon completion of the Offer, the Offeror will assess whether to merge the Issuer with Generali once the Offer is concluded (by means of an exchange ratio pursuant to art. 2501-ter of the Italian Civil Code, which may not contain any premium).
Additional information will be available in the Offer Document.
Should the Conditions of Effectiveness of the Offer be met and the Offer be completed, for each Cattolica share tendered to the Offer, Generali will offer a cash consideration equal to Euro 6,75 (cum dividend).
The Consideration comprises a premium equal to:
- +15.3% compared to the official share price as of close of business May 28, 2021 (or the trading day preceding the announcement of the offer to the market), that was equal to euro 5,856.
- + 28.3% compared to the official price as of the month preceding May 28 (inclusive), that was equal to euro 5,260.
- + 32.2% compared to the official price as of the three months preceding May 28 (inclusive), that was equal to euro 5,106.
- + 40.5% compared to the official price as of the six months preceding May 28 (inclusive), that was equal to euro 4,805.
- +45,2% compared to the official price as of the twelve months preceding May 28 (inclusive), that was equal to euro 4,647.
The Consideration is intended as cum dividend and has therefore been determined on the assumption that the Issuer does not approve or initiate any ordinary or extraordinary distribution of dividends taken from profits or reserves before the Consideration payment date. If, before that date, the Issuer should pay a dividend to its shareholders, the Consideration will automatically be reduced by an amount equal for each Cattolica share to that of said dividend.
The Offer is addressed without distinction and on equal terms to all holders of Cattolica’s shares and will concern the Issuer’s 174,293,926 common shares, representing the Issuer’s entire share capital, including the treasury shares held by Cattolica, less the 54,054,054 shares held by Generali.
The Offer shall not be promoted, directly or indirectly, in the United States of America, Australia, Canada, Japan or in any other country in which such Offer is not permitted without the authorization of the competent authorities.
Cattolica’s shares tendered to the Offer must be free of constraints or encumbrances of any kind and freely transferable to the Offeror.
The Offer Acceptance Period will be established and communicated to the market once all the prior authorizations to which the Offer is subject have been received and will be launched after the publication of the Offer Document, in accordance with the provisions of law.
The Offer Acceptance Period, pursuant to art. 40, paragraph 2, letter b) of the Issuers Regulation, will be agreed upon with Borsa Italiana S.p.A. and will last between a minimum of 15 and a maximum of 40 trading days, unless the terms are extended or reopened.
Additional information will be available with the publication of the Offer Document.
The Offer is subject, among other things, to:
- Unconditional approval of the Operation on the part of the competent Antitrust authorities
- Purchase via the Offer of 66.67% of the Issuer’s share capital with voting rights, or else at least the Issuer’s share capital equal to 50% plus 1 (one) share with voting rights
- Cattolica’s failure to execute the second tranche of the €200 million share capital increase under option approved by the Board of Directors on August 4, 2020 and February 11, 2021
- Cattolica’s failure to carry out actions that result in a significant deterioration of its assets and its economic and equity position or actions that are inconsistent with the Offer and the underlying industrial and commercial motivations
- Tendering Cattolica’s treasury shares to the Offer, if the Issuer’s statement expresses a positive opinion on the Offer
- The non-occurrence of facts, events or circumstances preventing the Offeror from carrying out the Offer in accordance with the prior authorizations received to which the Offer is subject
- Failure by Cattolica and/or its subsidiaries and/or associates to approve or execute acts or transactions that could conflict with the achievement of the objectives of the Offer pursuant to article 104 of the TUF
- Absence of events at a national and/or international level, which entail or may entail significant negative changes in the socio-political, health, financial, economic, currency, regulatory or market situation and which have substantially detrimental effects on the Offer
Generali may waive, in whole or in part, or modify any of the conditions of effectiveness with the exception of the minimum acceptance threshold (i.e., 50%+1 share).
For additional information, please see Generali’s statement issued on May 31, 2021, pursuant to art. 102, paragraph 1 of the TUF.
Additional information will also be available in the Offer Document.
Following the conclusion of the acceptance period, as may be extended, and subject to the fulfillment (or waiver) of the conditions of effectiveness and the completion of the Offer, the Offeror will proceed with the payment of the Consideration.
Additional information regarding the Payment Date will be available with the publication of the Offer Document.
At the conclusion of the Offer, in the event that the Offeror should hold over 95% of the Issuer’s share capital, the Offeror reserves the right to purchase the Issuer’s remaining outstanding shares. Consequently, the Issuer’s shareholders who have not tendered their shares to the Offer will be obliged to deliver their shares to the Offeror.
In the event that the Offeror should not hold over 95% of the Issuer’s share capital, the Offeror will fulfill the obligation to purchase the Issuer’s remaining shares from shareholders who request it, pursuant to art. 108, paragraph 2, of the TUF. Following the fulfillment of the conditions for the purchase obligation pursuant to art. 108, paragraph 2 of the TUF, Borsa Italiana S.p.A. will order the delisting of the Issuer’s shares. Consequently, in the event that the Issuer’s shares are delisted, shareholders holding these shares who have not tendered their shares to the offer and who did not exercise their right to request the Offeror to purchase their shares (ex. Art. 108, paragraph 2 of the TUF), will hold financial instruments not traded on any regulated market, with the consequent difficulty of liquidating their investment.
At the conclusion of the Offer, if the conditions for the delisting of the Issuer's Shares are not met, the Offeror will assess whether to merge the Issuer with Generali once the Offer is concluded (by means of an exchange ratio pursuant to art. 2501-ter of the Italian Civil Code, which therefore may not contain any premium). Consequently, the Issuer’s shareholders who did not accept the Offer could become shareholders of the Offeror.
Additional information will be available in the Offer Document.
In addition to the Condition of Effectiveness relating to the minimum acceptance level, the Offer is subject to several conditions of effectiveness, including Cattolica’s failure to execute the second tranche of €200 million capital increase under option approved by the Board of Directors on August 4, 2020 and February 11, 2021.
On June 7, 2020, Cattolica’s Board of Directors issued a Press Release in which it indicated that, having taken note of Generali’s decision to launch the Offer, and informing the Supervisory Authorities, resolved to postpone the implementation of the €200 million share capital increase to a date subsequent to the closing of the Offer.
The following channels are available for any information regarding the Offer:
Global Information Agent