Great Eastern Holdings Ltd.’s shares are expected to resume trading in Singapore, after the insurer failed to win enough shareholder support for its delisting plan that was backed by Oversea-Chinese Banking Corp.

About 63.5% of the insurer’s minority shareholders voted for a delisting but that fell short of the threshold needed to take Great Eastern private, according to a company filing on Tuesday after an extraordinary general meeting. As a result, OCBC’s S$900 million ($704 million) offer has lapsed, the country’s second-largest lender, said in a separate filing.

The deal’s failure is a setback for OCBC, which has owned the majority of Great Eastern since 2004 and has tried multiple times to take the 117-year-old insurer private. OCBC chief executive officer Helen Wong has said that it wanted to fully integrate its banking, wealth management and insurance businesses, and that owning all of Great Eastern would help improve its shareholder returns.

To support Great Eastern’s delisting proposal, OCBC had offered S$30.15 a share for the 6.28% of the insurer it does not own. It improved the offer by 17.8% last month from its previous bid.

Great Eastern, one of the largest insurers in Singapore and Malaysia, has total assets of more than S$100 billion with 16 million-plus policyholders. OCBC’s shares closed up 0.8% on Tuesday, versus a 0.4% gain in the broader Straits Times Index.

“Whether OCBC owns 94% or 100%, it has a minimal impact on earnings or strategy as they are already in control,” said Jayden Vantarakis, head of equity research for Southeast Asia at Macquarie Capital, adding that the market’s view of the lender won’t change with the latest outcome.

Trading in Great Eastern had been suspended since July 2024, after OCBC failed to obtain a sufficient level for a delisting or compulsory acquisition with its previous offer. Its latest bid this year was still lower than the insurer’s 2024 embedded value of S$38.08 a share, a metric used to value insurers elsewhere and cited by resistant minority shareholders urging a higher offer.

Great Eastern will issue new shares to meet the exchange’s listing rules. After the share issue, OCBC’s holding in Great Eastern will be around 88% from the current level of about 94%, the insurer said in an earlier statement. It did not provide any date for the resumption of trading.

The insurer has contributed an average of about S$700 million a year in net profit to OCBC over the past 10 years, translating to an average of about 15% of OCBC’s annual profit over this period, the bank has said. 

This story was originally featured on Fortune.com

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Oversea-Chinese Banking Corp.’s final attempt to fully control Great Eastern Holdings Ltd. with its S$900 million ($704 million) bid will be tested on Tuesday, capping a two-decade quest by Singapore’s second-largest lender to take over the insurer.

OCBC is just 6.28% shy of complete ownership, and Great Eastern’s minority shareholders will vote at an extraordinary general meeting whether to delist the 117-year-old firm with an improved bid from the bank. If rejected, OCBC’s so-called ‘exit offer’ will lapse, paving the way for the insurer’s shares to resume trading.

Acquiring Great Eastern, one of the largest insurers in Singapore and Malaysia, will boost OCBC chief executive officer Helen Wong’s strategy to build an integrated financial services group that will better capture growth in the region’s booming wealth management sector. The insurer has total assets of more than S$100 billion with 16 million-plus policyholders—complementing the bank’s business.

“The transaction is to streamline the group structure and we also think it opens up the potential to manage group capital more efficiently,” said Jayden Vantarakis, head of equity research for Southeast Asia at Macquarie Capital. Still, a full takeover would have a minimal impact on earnings or strategy as OCBC is already in control, he said.

Trading in Great Eastern’s shares has been suspended since July 2024 after OCBC failed to secure a sufficient level for a delisting or compulsory acquisition with last year’s offer. While the bank raised its bid by 17.8% last month to S$30.15 a share, the price is still at a discount to the insurer’s 2024 embedded value of S$38.08 per share.

That metric has been used to value insurers elsewhere and has been cited by resistant minority shareholders urging a higher offer.

Great Eastern’s independent directors have advised shareholders to accept OCBC’s bid, which has been described by the firm’s financial adviser EY as “fair and reasonable.”

The insurer has contributed an average of about S$700 million a year in net profit to OCBC over the past 10 years, translating to an average of about 15% of OCBC’s annual net profit over this period, the bank has said. 

While delisting Great Eastern has been a long-term goal for OCBC, the bank is satisfied with its 93.72% stake, regardless of the outcome of the EGM, it said in a statement last month. OCBC does not intend to launch another offer in the foreseeable future, it added.

This story was originally featured on Fortune.com

© Ore Huiying—Bloomberg via Getty Images