In a significant move within the insurance sector, Inocsa, the controlling shareholder of Grupo Catalana Occidente (GCO), has announced a voluntary public acquisition offer (OPA) for the remaining 37.97% of GCO's shares that it does not already own. This ambitious bid aims to consolidate Inocsa's control over GCO, which it currently holds at 62.03%, and potentially delist the company from the stock market.
The OPA, scheduled for a vote at GCO's General Shareholders' Meeting on April 30, 2025, offers a cash consideration of 50 euros per share. This price reflects a premium of approximately 18.3% over GCO's previous closing price of 42.55 euros on March 27, 2025, and a staggering 23.9% over the average price for the month prior to the announcement. Furthermore, it represents a premium of 28.3% over the average price for the three months preceding the offer and 31% over the average price for the past six months.
According to Inocsa, the rationale behind this acquisition is to provide GCO shareholders with a "very attractive price, which far exceeds the historical high trading price of GCO," while also ensuring the company’s future growth potential. The firm emphasizes its commitment to maintaining GCO's strategic pillars of growth, profitability, and solvency.
Inocsa's offer, valued at approximately 2.278 billion euros, is significant not only for its financial implications but also for the historical context it represents. GCO, which began trading on the stock exchange in 1878, has expanded over the years through strategic acquisitions, including Atradius, Plus Ultra Seguros, Grupo Previsora Bilbaína, Antares, and Mémora. The proposed delisting of GCO would mark a pivotal moment in its long-standing history on the market.
As part of the acquisition process, GCO shareholders will have the option to accept the offer through a share exchange, receiving newly issued Class B shares of Inocsa. This exchange would involve one Class B share for every 43.8419 shares of GCO, capped at a maximum of eight million shares, which constitutes about 6.66% of GCO's total capital. However, shareholders opting for the exchange must surrender all their shares, as partial acceptance is not permitted.
Inocsa's bid is contingent upon achieving a minimum acceptance threshold of 13.05% of GCO's capital and obtaining approval from GCO's shareholders. The company’s board has already initiated discussions regarding the offer, which commenced on January 14, 2025, when both parties signed a confidentiality and collaboration agreement to evaluate the formulation of the offer.
Inocsa's strategic move comes on the heels of GCO's strong financial performance in 2024, where the company reported a consolidated profit of 688.7 million euros, marking an increase of 11.9%. The total business volume reached nearly 6 billion euros, reflecting a growth of 3.5%. This financial resilience underpins Inocsa's confidence in the acquisition, as the company looks to streamline operations and enhance efficiency.
Half of GCO's free float, which stands at 33.57%, is currently held by institutional investors. This factor may influence the acceptance of Inocsa's offer as it seeks to gain the necessary support from shareholders during the voting process.
Inocsa, owned by the Juncadella family, is optimistic about the potential of this acquisition to not only solidify its control over GCO but also to foster continued growth and efficiency within the group. The family has deep roots in various business sectors, including automotive and textiles, and aims to leverage this expertise in the insurance domain.
As the deadline for the shareholders' meeting approaches, the market will be watching closely to see how GCO's board and its shareholders respond to Inocsa's ambitious bid. The outcome of this acquisition could reshape the landscape of the Spanish insurance market, setting a precedent for future corporate maneuvers.
In summary, Inocsa's OPA for Grupo Catalana Occidente represents a critical juncture for both companies involved. With significant financial premiums on offer and a strategic vision for future growth, the coming weeks will be pivotal in determining the direction of one of Spain's oldest insurance firms. The implications of this move extend beyond mere numbers, as it could redefine shareholder dynamics and influence how insurance companies operate in a rapidly evolving market.
