Spanish Securities Commission authorizes INOCSA's voluntary tender offer for Grupo Catalana Occidente at EUR 49.75 per share

The Spanish Securities Commission (CNMV) has authorized INOC, S.A. (Inocsa) to launch a voluntary public tender offer for Grupo Catalana Occidente, S.A. The offer is addressed to 100% of the 120,000,000 shares, but excludes 74,441,042 shares already held by the bidder group and immobilised, so it effectively covers 45,558,958 shares, representing 37.97% of the share capital. Consideration is set at EUR 49.75 per share, with an alternative share exchange of one new Inocsa class B share for 43.9446 Catalana Occidente shares, capped at 8,000,000 Catalana Occidente shares (6.67% of the capital). Shareholders cannot combine cash and exchange consideration and, if electing the exchange alternative, must tender all their shares. The price, while not required to be justified given the voluntary nature of the bid, was considered sufficiently justified for the purposes of the Spanish Securities Markets and Investment Services Act and the takeover bid rules on fair and exclusion pricing, based on a valuation report submitted by the bidder applying the methods and rules set out in the takeover decree. Effectiveness is conditional on acceptance of at least 14,682,518 shares (12.24% of the capital), and if met Inocsa will promote the delisting of Catalana Occidente; the bid is guaranteed by a EUR 2,277,947,900 bank guarantee issued by Caixabank, S.A. The acceptance period will be 30 calendar days starting on the stock exchange business day following publication of the first announcement with the essential terms of the offer, and will also end on a stock exchange business day.