May 28, 2025 | Insurance | Europe | Active
Inoc SA (“Inocsa”), the privately-held controlling shareholder of Spanish insurer Grupo Catalana Occidente (“GCO”), is pursuing a voluntary takeover to acquire the remaining 37.97% stake it doesn’t already own. Inocsa currently holds 62.03% of GCO’s share capital and 63.07% of its voting rights. At announcement, the original offer terms were €50 in cash per GCO share or, alternatively, one new Inocsa Class B share for every 43.8419 GCO shares. On 8-May-25, both terms were adjusted due to (i) a €0.594 GCO dividend and (ii) a €21.0009 Inocsa dividend. Because the permitted adjustment for the GCO dividend was capped at €0.55, the cash offer was revised to €49.45 per share. For the share election, the exchange ratio was updated to one Inocsa Class B share for every 43.8967 GCO shares – equivalent to 0.022781 Inocsa shares per GCO share. The share option is capped at 8m GCO shares (6.66% of GCO’s share capital), with any excess to be paid in cash. There is no mixed consideration, so “GCO shareholders must choose one of the two forms of consideration in their declaration of acceptance of the offer… a combination of both is not possible.” The offer considerations will continue to be adjusted for any distributions through settlement. GCO’s next dividend – €0.2225 per share – is scheduled for early July (ex-date: 7-Jul-25, per Bloomberg). The share ratio was based on a €2,192.10 reference price for new Inocsa shares, within Deloitte’s fair value range provided to Inocsa’s board. Due to rounding (minimum 44 GCO shares required per Inocsa share), shareholders electing the share offer will retain residual GCO shares not exchanged. The offer reflects an 18.3% one-day premium. Conditional to closing is a non-waivable 13.05% minimum acceptance condition, which would bring Inocsa’s stake to 75%. If that threshold is met, Inocsa intends to seek a GCO delisting, subject to shareholder approval and CNMV authorisation, expected within six months post-settlement. If Inocsa crosses 90%, it will pursue a squeeze-out. Inocsa’s board called a shareholder meeting for 30-Apr-25 (first call) or 5-May-25 (second call) to approve the transaction, the capital increase, and related execution terms. The Serra family, Inocsa’s controlling shareholder, was committed to voting in favour. On 30-Apr-25, Inocsa confirmed that all required shareholder approvals on its side were secured, including the capital increase and issuance of new Class B shares. Since the transaction involves Inocsa acquiring a remaining minority interest, the companies have confirmed that ...
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