Sator, Palladio Make Offer for Premafin, Challenging Unipol Bid

Matteo Arpe’s private-equity fund Sator Capital Limited and Palladio Finanziaria SpA offered to invest as much as 450 million euros ($597 million) in holding company Premafin Finanziaria SpA (PF), challenging a merger plan by Unipol Gruppo Finanziario SpA. (UNI)

Sator and Palladio proposed investing through a Premafin capital increase with a target of reaching at least a 60 percent stake, according to an e-mailed statement late yesterday. Premafin is the biggest investor in Fondiaria-SAI SpA (FSA), Italy’s second-biggest insurer. The binding offer expires March 8.

The offer is conditional on Premafin shareholders rejecting a proposed merger with Unipol and on an agreement with bank creditors on Premafin’s debt.

The Sator-Palladio bid is also conditional on obtaining an exemption to a requirement to launch a mandatory bid on the remainder of Premafin shares, controlled by the Ligresti family, and on Fondiaria.

“Our offer is better than the agreement announced with Unipol” because it excludes a merger between Fondiaria and Premafin and is fairer for minority shareholders, Sator and Palladio said.

Unipol, Italy’s No. 3 insurer, agreed last month to buy new shares in Premafin to allow it to participate in a 1.1 billion- euro share sale announced by Fondiaria on Jan. 30.

After the recapitalization, Unipol, Premafin, Fondiaria and its Milano Assicurazioni SpA (MI) unit planned to merge.

To contact the reporter on this story: Sonia Sirletti in Milan at ssirletti@bloomberg.net

To contact the editor responsible for this story: Frank Connelly at fconnelly@bloomberg.net

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