Transactions by ASSICURAZIONI GENERALI (GEN) in the last 6 months

Grupo Financiero Banorte, S.A.B. de C.V. (BMV:GFNORTE O) entered into an agreement to acquire 49% stake in Pensiones Banorte- Generali, S.A. de C.V. and 49% stake in Seguros Banorte-Generali, S.A. de C.V. from Assicurazioni Generali S.p.A. (BIT:G) for $860 million on June 11, 2013. The transaction is subject to regulatory approval and other customary closing conditions. The deal would generate a net capital gain for Generali of approximately $500 million on a consolidated ... basis, further strengthening its liquidity and capital position with an improvement of 4 percentage points to its Solvency I ratio. Barclays acted as sole financial advisor and fairness opinion provider to Assicurazioni Generali. For the year ended December 31, 2012 Seguros Banorte-Generali, S.A. de C.V. reported 4.3% market share, a total premium income of $1163.4 million, a net result of $88.84 million and a shareholders’ equity of $310.14 million. The disposal of the minority stake in Seguros Banorte Generali contributed $637 million to the total gross consideration, corresponding to an implied 18x multiple on 2012 full year earnings. Pensiones Banorte- Generali, S.A. de C.V. reported premium income of $772.13 million, a net result of $9.69 million and a shareholders’ equity of $111.46 million and contributed $220.5 million, corresponding to an implied 4.9x multiple on 2012 shareholders’ equity. The currency conversion for the multiples has been done through www.oanda.com as on December 31, 2012.
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The transaction is expected to generate a capital gain net of taxes of approximately $150 million on a consolidated basis for the Generali group and total gross proceeds from the disposal correspond to an implied c. 15x multiple on 2012 full year earnings. The transaction is expected to enhance shareholder value plus a 2013 earnings adjustment through the closing date. BNP Paribas SA(ENXTPA:BNP) and Deutsche Bank AG(DB:DBK) acted as financial advisors to SCOR SE and ... Armand Grumberg, Robert Sullivan, David Friedman, Jessica Hough, Julie Bedard and Kevin Hands, and associates Jon Hlafter, Kai Kramer, Tiffany Meriweather, Sonia Nijjar, Cedric Lor and Benjamin Godard of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to SCOR SE. Citigroup, Inc. (NYSE:C) and Mediobanca S.p.A. (BIT:MB) acted as financial advisors and Matteo Montanaro and Francesco De Lorenzi of Cleary, Gottlieb, Steen & Hamilton LLP acted as legal advisors to Generali on the transaction. George Karafotias of Shearman & Sterling LLP acted as legal advisor for Citigroup, Inc. Brian Mangino, David Shine, Gus Atiyah, Kenneth Rosh, Peter Guryan, Donald Carleen, Henry Lebowitz, Robert Cassanos and Lisa Levy of Fried Frank Harris Shriver & Jacobson LLP acted as legal advisors to Assicurazioni Generali.
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Assicurazioni Generali S.p.A. (BIT:G) signed an agreement to acquire the remaining 49% stake in Generali PPF Holding B.V. from PPF Group N.V. for €2.5 billion on January 8, 2013. Under the terms of the agreement, Assicurazioni Generali S.p.A. will acquire the remaining 49% stake in Generali PPF Holding B.V. in two stages; by March 28, 2013, Assicurazioni Generali will acquire a 25% stake for €1.3 billion and by December 31, 2014, Assicurazioni Generali will acquire the ... remaining 24% stake for €1.2 billion. The transaction will also include a no-cash equity swap with Assicurazioni Generali acquiring from PPF Investments its stake in PPF Beta, which indirectly holds 38.46% interest in Ingosstrakh, while PPF Group will acquire 27.5% interest held by Assicurazioni Generali in the PPF Partners fund manager and the PPF Partners 1 Fund L.P. Assicurazioni Generali will take full management control of Generali PPF Holding with the right to appoint executives at closing. Also Generali PPF Holding will buy the GPH consumer finance insurance business in the CIS countries for €80 million. The proceeds from the transaction will be used to reimburse around 51% of the €400 million bond underwritten by the Generali Group and 51% of the loan for about €2.1 billion granted to PPF Group. In addition, Generali PPF Holding will pay its shareholders a €352 million dividend before the transaction closes in the first quarter of 2013 and a further dividend of 66% of the profits accrued in 2013 and 2014. The transaction is subject to approval of relevant authorities. The Committee responsible for assessing transactions with related parties has unanimously voted in favor of the transactions. As on March 28, 2013, Generali announced the completion of first tranche of 25% stake in Generali PPF Holding. Generali now holds 76% stake in the Generali PPF and thereon taking the management control. Luciano Cirinà is being appointed as the new Chief Executive Officer of Generali PPF Holding. Simultaneously with the closing of the first tranche, enerali PPF Holding sold to PPF Group its operations in Russia and other countries of the Commonwealth of Independent States. Closing of the second tranche of the acquisition, for the remaining 24% of Generali PPF is scheduled for the end of 2014. As of April 15, 2013, the Russian Federal Antimonopoly Service approved the transfer of the business rights of the minority shareholders of Ingosstrakh to Generali. Massimo della Ragione and Giorgio Cocini of Goldman Sachs International acted as financial advisors to Assicurazioni Generali S.p.A. Damian Beaven, Michal Smrek, Ivo Janda, Charlie Lightfoot and Ferigo Foscari of White & Case, L.L.P. acted as the legal advisors to both, Generali PPF Holding B.V. and PPF Group N.V. Lorenzo Corte, Pranav Trivedi, Clive Wells and Dmitri Kovalenko of Skadden Arps Slate Meagher & Flom acted as legal advisors for Assicurazioni Generali. JPMorgan Chase & Co. acted as financial advisor for PPF Group N.V. Deutsche Bank Securities Inc. acted as financial advisor to Generali PPF Holding B.V. Joost Schutte, Lennart Crain, Arnon Kadouch, Rein Ferwerda, Berto Winters, Reinout Vriesendorp, Jaron van Bekkum, Rim Roomberg, René Clumpkens, Caroline Steinmetz, Mark Rebergen and Julie Nieuwe Weme-de Bruijn of De Brauw Blackstone Westbroek acted as legal advisors to Assicurazioni Generali S.p.A. Giorgio Fantacchiotti, Sergio Erede, Gianfranco Veneziano, Giuseppe Sacchi Lodispoto, Massimo Merola, Roberto De Nardis Di Prata, Tecla Ubaldi, Bettina Volpi, Omar Diaz, Federico Borgogno, Francesca di Carpegna Brivio and Federica Munno of Bonelli Erede Pappalardo acted as the legal advisors to Assicurazioni Generali S.p.A. Collas Crill acted as legal advisor for Assicurazioni Generali. Ploum Lodder Princen OWA and Brzobohaty Broz & Honsa, v.o.s. acted as legal advisors for PPF Group.
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