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Prospectus Unipol Gruppo Finanziario S.p.A.
be governed by the agreements currently in force and entered into over the course of 2007 up to
their expiry.
22.2 Gruppo Assicurativo Arca – Bancassurance partnership between the UGF Group
and the BPER and BPSO groups
On December 24, 2009, following an auction process to determine one or more insurance partners
for Gruppo Assicurativo Arca, UGF entered into an agreement with Banca popolare dell’Emilia
Romagna, several companies controlled by it and Banca Popolare di Sondrio, subsequently
supplemented by deed of amendment on February 3, 2010, for the acquisition by UGF, directly, of
60% of the share capital of Arca Vita, at a price of Euro 274 million, and indirectly through Arca
Vita, of an additional 28.95% of the share capital of Arca Assicurazioni, of which Arca Vita
already holds 64.08%, for a consideration of Euro 43.42 million. At the date of the signing of the
purchase agreement, the remaining part of the share capital of Arca Vita not covered by the sale
(amounting to 40%) was divided between BPER, BPSO and other third party bank institutions (the
latter holding 5.12%), while the remaining part of the share capital of Arca Assicurazioni, which
was not being acquired nor held by Arca Vita (amounting to 6.97%), was divided between third
party bank institutions. Following certain amendments to the bylaws approved by the
shareholders’ meeting of Arca Vita and Arca Assicurazioni, certain bank institutions which were
shareholders of Arca Assicurazioni and Arca Vita exercised their right of withdrawal pursuant to
the Italian Civil Code; as a result and in consideration of the above, the capital structure of Arca
Vita and Arca Assicurazioni will be modified following the liquidation procedure of the
withdrawing shareholders.
The criteria followed for the determination of the above-mentioned considerations are in
accordance with general national and international practice for the valuation of companies
operating in the insurance industry. In particular, in order to increase the value of Arca Vita, a
method was used which estimates the so-called Appraisal value, composed of Embedded value
and New business value; in order to increase the value of Arca Assicurazioni, in turn, a complex
equity method with an independent estimate of goodwill value for the banking channel was used.
The above valuations were supported by a fairness opinion issued by Mediobanca, which certifies
the adequacy of the economic value allocated to Arca Vita and Arca Assicurazioni from a financial
point of view.
The consideration for the acquisition of Gruppo Assicurativo Arca, to be paid on the closing date,
may be reduced or increased on such date upon the occurrence of specific circumstances (such as
distribution of reserves or dividends by Arca Vita or Arca Assicurazioni, if any, or changes to
shareholders’ equity of Arca Vita and Arca Assicurazioni between June 30, 2009 and December
31, 2009) and could be subject to further upward or downward adjustments, payable over time,
subject to the fulfilment of agreed objectives linked to the performance of Arca Vita and Arca
Assicurazioni in the period between 2010 and 2019. In particular, the objectives underlying such
adjustments are: (i) premiums from new production for Arca Vita and (ii) the technical margin net
of commissions for Arca Assicurazioni. Finally, it should be noted, that the consideration does not
take into account expenses borne by Arca Vita and Arca Assicurazioni in connection with the
liquidation process of shareholders who exercised their withdrawal rights.
This consideration will be paid by UGF with own funds, using in particular the liquidity available
in its bank accounts at UGF Banca, which will, as a result, reduce its interbank deposits. In this
respect, it should be noted that as of the date of the Prospectus and based on available information,
given the results of the 2009 financial statements of Arca Vita and Arca Assicurazioni and the
dividend distribution approved by the shareholders’ meeting of Arca Vita on April 29, 2010, the
consideration for the acquisition of Arca Vita will be reduced from 274 million to Euro 269.8
million while the consideration for the indirect acquisition of the stake in Arca Assicurazioni will
be reduced from Euro 43.4 million to Euro 43.3 million.
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