Inoc has made a public acquisition offer (OPA) to take control of 100% of the insurance group Catalana Occidente. On March 27, 2025, the company announced that it had set the offer price at 50 euros per share. This price reflects a premium of 18.33% over the closing price of Catalana Occidente's shares, which stood at 42.25 euros on the same day.
Inoc, which already holds a significant stake in Catalana Occidente, currently controls 62.03% of the insurance group’s capital. The move to acquire full control comes after the offer was approved by Inoc's board of directors. According to the announcement, the shareholders of Catalana Occidente will need to make a decision at a general meeting scheduled for April 20, 2025.
Inoc has also proposed a share exchange as part of the acquisition offer. Specifically, shareholders can opt to exchange their shares for newly issued Class B shares of Inoc, at a rate of one Class B share for every 43.8419 shares of Catalana Occidente, with a maximum of 8 million shares available for this exchange.
The offer's timing is particularly notable, as it comes at a moment when Catalana Occidente is experiencing a healthy financial performance. Just last month, the company reported a profit of 688.7 million euros for 2024, marking an impressive growth of nearly 12% compared to the previous year. This robust financial backdrop may influence shareholder decisions regarding the offer.
Inoc’s strategic intent behind the acquisition is clear: to increase its direct control over the insurance group and potentially delist Catalana Occidente from the stock exchange. The company noted that if the necessary thresholds established in OPA regulations are met, it would pursue this delisting, which could streamline operations and enhance efficiency.
As part of the acquisition process, Inoc has highlighted that the offer represents a significant premium not only over the current market price but also over historical pricing. The offer price exceeds the historical maximum share price of Catalana Occidente, which aligns with Inoc's strategic pillars of growth, profitability, and solvency.
Institutional investors hold a substantial portion of Catalana Occidente’s free-float, which comprises 33.5% of the total capital. This distribution of shares among institutional investors could play a pivotal role in the acceptance of the offer, particularly as the success of the OPA hinges on receiving approval from at least 13.05% of shareholders.
Inoc’s move is part of a broader trend in the insurance sector, where consolidation has become increasingly common as companies seek to enhance their market positions amid evolving economic conditions. The current landscape presents both challenges and opportunities for insurers, making strategic acquisitions like this one a viable pathway for growth.
The upcoming general meeting will be critical, as shareholders will need to weigh the benefits of accepting Inoc's offer against the potential for future growth as a standalone company. GCO's board of directors has already indicated that it will analyze the terms of the offer and provide a report with its recommendations when legally required. This report will likely address the implications of the acquisition for shareholders and the company's future direction.
Inoc’s acquisition strategy reflects a keen understanding of market dynamics and a commitment to enhancing shareholder value. As the insurance market continues to evolve, the outcome of this takeover bid could set a precedent for future mergers and acquisitions in the sector.
As the date for the general meeting approaches, all eyes will be on the shareholders of Catalana Occidente as they navigate this pivotal moment in the company’s history. The decision they make will not only impact their investments but could also reshape the competitive landscape of the insurance industry in Spain.
In summary, Inoc's public acquisition offer for Catalana Occidente is a significant development in the insurance sector, reflecting strategic intent and market dynamics. The offer's premium, share exchange options, and the company's strong financial performance create a complex backdrop for shareholders as they prepare for the upcoming vote.
