Extraordinary operations

On 6 January 2014, UnipolSai Assicurazioni became officially operative.

Established as a result of the merger by incorporation of Unipol Assicurazioni, Milano Assicurazioni and Premafin into Fondiaria-SAI, UnipolSai S.p.A is the final result of the major integration project between the Unipol Group and the Premafin/Fondiaria-SAI Group launched at the beginning of 2012. 

With significant presence in various market sectors, the Unipol Group has thus consolidated its role as a key player among the main economic operators in the country. 

Below you may find the documents relating to the merger project.

Documents archive
 

Voluntary tender offer for all the ordinary shares of UnipolSai Assicurazioni S.p.A. launched by Unipol Gruppo S.p.A.

PLEASE READ CAREFULLY THE FOLLOWING RESTRICTIONS AND CONDITIONS RELATING TO ACCESS TO THIS SECTION OF THE WEBSITE

The following contains important information in relation to the total voluntary tender offer (offerta pubblica di acquisto volontaria totalitaria) (the “Offer”) for the ordinary shares (the “Shares“) of UnipolSai Assicurazioni S.p.A. (the “Issuer“), launched by Unipol Gruppo S.p.A. (the ”Offeror”) and announced on February 16, 2024. 

The Offer is launched in Italy, since the Shares are listed on Euronext Milan, organised and managed by Borsa Italiana S.p.A., and it is addressed, without discrimination and on equal terms, to all shareholders of the Issuer. The Offer will be launched by means of the publication of an offer document subject to the approval of the Commissione Nazionale per le Società e la Borsa (CONSOB) (the “Offer Document”).

The Offer Document will contain the full description of the terms and conditions of the Offer, including the terms of acceptance. The Offer is not promoted or disclosed, directly or indirectly, in the United States of America, Australia, Canada, Japan or in any other Country in which the Offer is not permitted in the absence of authorisation by the competent local authorities or is in breach of rules or regulations (the “Other Countries”), nor by using any means of communication or international commerce (including, without limitation, the postal network, fax, telex, e-mail, telephone and internet) of the United States of America, Australia, Canada, Japan or of the Other Countries or any facility of any kind of the financial intermediaries of the United States of America, Australia, Canada, Japan or the Other Countries, or in any other manner. 

Anyone who intends to access this section of the website and view the Offer Document and the other documents published therein must read carefully and be fully aware of the information contained therein. 

The information and the documents in this section of the website are not and shall not be sent, nor in any way transmitted, or in any way distributed, directly or indirectly, in the United States of America, in Australia, in Canada, in Japan or in the Other Countries. No person receiving the above documents shall distribute, send or dispatch them (either by post or by any other means or instrument of communication or international commerce) in the United States of America, Australia, Canada, Japan or the Other Countries. 

The information and the documents in this section of the website are accessible in or from the United Kingdom only: (i) by persons who have professional investment experience falling within the scope of Section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as subsequently amended (the “Order”) or (ii) by high net worth companies and other persons to whom these documents may lawfully be transmitted to, as they fall within the scope of Section 49(2), paragraphs (a) through (d), of the Order (all such persons are jointly referred to as “Relevant Persons”).

The information and the documents in this section of the website do not constitute and shall not be construed as an offer of financial instruments addressed to persons domiciled and/or resident in the United States of America, Canada, Japan, Australia or in the Other Countries. No instrument may be offered or sold in the United States of America, Australia, Canada, Japan or in the Other Countries without specific authorisation in accordance with the applicable provisions of the local laws of such Countries or of the Other Countries or waiver of such provisions. 

Acceptance to the Offer by persons residing in countries other than Italy may be subject to specific obligations or restrictions provided for by laws or regulations. It is the sole responsibility of the addressees of the Offer to comply with such provisions and, therefore, before accepting the Offer, to verify their existence and applicability by contacting their consultants. Any acceptance of the Offer resulting from solicitation activities carried out in breach of the above limitations shall not be accepted.

By selecting the “ACCEPT” button you represent and warrant that (i) you are not physically located in and are not domiciled or resided in the United States of America, Australia, Canada, Japan or in the Other Countries, (ii) you are not a resident of or physically present in the United Kingdom of Great Britain and Northern Ireland, other than a Relevant Person, as well as (iii) you have read, understood and fully accept and agree to abide by all of the above limitations.

Contacts

Morrow Sodali S.p.A. has been appointed by the Offeror as the global information agent, i.e., the entity in charge of providing information related to the Offer to all Issuer’s shareholders (the “Global Information Agent”). 

For the purpose of carrying out its activities in connection with the Offer, the Global Information Agent has set up a dedicated e-mail account (opa.unipolsai@investor.morrowsodali.com) and toll-free number 800 141 319 (from a fixed network from Italy), direct line: +39 06 97620599 (from a fixed network, mobile and from abroad) and WhatsApp number: +39 340 4029760. These telephone numbers will be active for the entire duration of the Acceptance Period, on weekdays, from 9.00 a.m. to 6:00 p.m. (Central European Time). 

The reference website of the Global Information Agent is www.morrowsodali-transactions.com.

Corporate rationalisation project of Unipol Group - UnipolSai-Unipol merger plan

BEFORE ACCESSING THE INFORMATION AND DOCUMENTS CONTAINED IN THIS AREA OF THE WEBSITE, PLEASE READ AND ACCEPT TERMS AND CONDITIONS REPORTED HERE BELOW.

The information and documents contained in this area of the website are accessible only to persons who are not currently domiciled or located in the United States of America, Canada, Japan, Australia, or in any other jurisdiction in which accessing the information and documents contained in this area of the website would require the authorization of the relevant regulatory authorities (the “Other Countries”).

The information and documents contained in this area of the website may not be sent or in any other way transmitted, made available or distributed in the United States of America, Canada, Australia or Japan or any Other Countries. 

This portion of the website and the information contained herein are not intended for, and must not be accessed by, or distributed or disseminated to, persons resident or physically present in the United States of America, Canada, Australia or Japan, and do not constitute an offer to sell or the solicitation of an offer to buy or acquire, any shares, rights or other securities of Unipol Gruppo S.p.A. in the United States of America, Canada, Australia or Japan. The shares of Unipol Gruppo S.p.A. referred to in this portion of the website have not been, and are not presently intended to be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States of America absent registration or an applicable exemption from registration thereunder. 

In order to access the information and documents contained in this area of the website I declare under my personal liability that I am not currently resident, domiciled or located in the United States of America, Canada, Japan or Australia, or situated in any Other Country and I have fully understood and accepted the limitations reported above.