BarcelonaThe BBVA OPA in Sabadell begins to move again. The entity chaired by Carlos Torres provides for the possibility of giving up the condition of being made with a minimum of 50.01% (49.3% if the carriageway is not accountable) if at least 30% of the voting rights is obtained.
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He has informed the U.S. stock market regulator, the Sec, which has allowed him to “align the deadlines contemplated in the legislations governing the regime of public securities offers in the two countries”, that is, in the USA and Spain, according to a communication by the National Securities Market Commission (CNMV) at night.
The condition means that in case of reaching 30% and less than 50%, the BBVA will have to launch an OPA for the rest of the capital and, in principle, it should be in cash. And this, which would further complicate an operation surrounded by controversy since it was announced almost a year and a half ago, should be a maximum of a month after the end of the acceptance period of the OPA.
The offer brochure, which the BBVA will soon send to the CNMV to approve it and launch the period of acceptance by shareholders, will inform that the Basque bank of origin can relinquish the minimum acceptance condition. It will also describe the procedure for sacrificing this condition according to Spanish law and will analyze in detail the possible impact of the resignation of this condition, according to the BBVA.
Political and economic opposition
This opa was a true earthquake from day one. During this time, the operation, announced only three days before the regional elections in Catalonia, has caused the opposition of the Board of Directors of the Sabadell, but also of the Spanish and the Generalitat, as well as a good part of the Catalan economic and business world.
Despite the adversities, the BBVA had already announced that he continued with his project, both after the Spanish government would limit the operation and after the Sabadell shareholders endorsed mass in early August the sale of the British subsidiary TSB at Banco Santander.
In addition, the BBVA chose to resort to the Supreme Court the conditions of the Spanish government, specified in the prohibition of a merger of both entities for three years, which can be five, a limitation established after the National Market and Competition Commission (CNMC) endorsed the operation. The executive of Pedro Sánchez even called a public consultation to find out the opinion on a possible merger of the two banks and how it could affect the general interests.
The Basque origin entity, which already sought a similar operation by 2020 and failed because they did not agree on the price and distribution of power, had to adjust their offer to the dividends that Sabadell has been distributing to their shareholders on all occasions. The last time was last week, when the bank chaired by Josep Oliu distributed 370 million euros to the shareholders, at a rate of 0.07 euros per title (0.0567 net euros, after the retention of the Treasury). This measure has also been communicated to the Sec, which has authorized it.
Last week’s dividend is part of the 6.3 billion Sabadell plans to distribute as cash as through the repurchase of shares between 2025 and 2027, the dates of its new strategic plan. It includes an extraordinary dividend of 2.5 billion euros for the sale of TSB (50 cents per action) – massively a shareholder by shareholders in early August – and will be distributed in early 2026.
The BBVA won as a threshold to overcome the OPA exceeding 50.01% (49.3% if the carriage is not taken into account), a requirement that would now be willing to avoid. The key to the success of the operation is in the hands of institutional investors.
Blackrock at the helm
Blackrock, who has exceeded 7% of the capital this week and is also the first shareholder of the BBVA, has established himself as the first individual headline of titles in Sabadell. The entity has about 200,000 small shareholders, many of whom are at the same time clients and who have more than 50% of the capital in their hands. The reason why it is said to be a tight vote is because minority shareholders do not see the opa with good eyes. This is the opinion that entities such as the Association of Minority shareholders of Banco Sabadell, which is chaired by Jordi Casas, have expressed entities. .
There is an important factor that, for the moment, the scales in favor of those who are against the OPA. The reason is that since January, the price of the BBVA offer is below the contribution of Sabadell to the market. As a result of this fact, Sabadell shareholders would currently be more on account to sell their titles directly to the market to go to the OPA. This means that most analysts hope that the Basque organization will improve its offer, which the dome of this bank has denied on various occasions. The BBVA has options to be able to improve it until five days before the end of the OPA acceptance period.
Blackrock, AMB 7,022%is Per Davant de l’Asseguradora Zurich (4,700%), L’Empre i Business David Martínez (3,495%, which Majoritàriament controls through Fintech Europe), Dimensional Fund (2,873%), UBS (2,811%), Norges Bank (2,177%), 2,177%), Goldman Sachs (1,490%), Vanguard (1,338%), Amundi (1,271%), DWS (1,212%), qube (1,021%) I JP Morgan Chase (1.009%).
