Vittoria Capital, which already owns 59.24% of Vittoria Assicurazioni SpA
Payment will either be a cash consideration of €14 per share or an alternative consideration equal to 1.4 unlisted ordinary shares in Vittoria Capital for each share in the insurer. The shares in Vittoria Capital will have a regular dividend and the same features as the company's outstanding ordinary shares.
With regard to the alternative consideration, Vittoria Capital's board will propose to its June 15 extraordinary shareholders' meeting to increase the company's share capital by a maximum of 46,080,333.60 ordinary shares, against the contribution of a maximum of 32,914,524 shares of Vittoria Assicurazioni.
The maximum overall consideration for Vittoria Assicurazioni, assuming all tendering shareholders opt for the cash amount, will be approximately €385 million, which Vittoria Capital will pay via bank loan from financing banks, which will also act as guarantors of the full fulfillment of the cash consideration payment. The offer represents a 19.5% premium to the May 15 closing price of the insurer.
The tender period for the offer will last between 15 and 40 trading days, excluding any extension and reopening, with the payment for the cash consideration and the delivery date for the alternative consideration to be made on the fifth open trading day following the tender period's close.
Vittoria Capital said the offer is aimed at delisting Vittoria Assicurazioni from Borsa Italiana SpA's Mercato Telematico Azionario. Following completion of the offer, Vittoria Capital will consider merging itself into the insurer in a reverse merger.
UBS is acting as financial adviser to Vittoria Capital, while Gianni, Origoni, Grippo, Cappelli & Partners is acting as legal adviser.