Sabadell seeks to portray BBVA at the start of its hostile takeover. The Catalan bank sent on Thursday to the National Securities Market Commission (CNMV) a letter in which he denounces that the bank chaired by Carlos Torres has violated the takeover rule. He asks to clarify with which funds of his shareholding BBVA has spoken and they have supposedly told him that they support the takeover bid that he presented yesterday.
The key to the conflict is in a statement by Torres at the conference with analysts that the bank organized hours after presenting the takeover bid. In them, the president of BBVA stated that the entity had already initiated contacts with some of Sabadell’s shareholders and that they supported the bid.
Sabadell points out that this may contravene the takeover law. It is common that when a company or an investor launches a takeover bid on it, they probe the willingness of the shareholders of the takeover company to participate in the offer. According to the Catalan bank, a different thing is to say that these shareholders are willing to attend the offer. Consider that it is material information, which should be included in the official announcement, and that can move the market.
In this sense, Sabadell’s intention is not so much to paralyze the takeover bid, but rather to request transparency from BBVA. It seeks that the bank of Basque origin clarify to the market which funds it has spoken with and which ones are willing to go to the takeover bid. Specifically, it points out that BBVA violated article 32.1 of Royal Decree 1066/2007, of July 27, on the regime for public offers for the acquisition of securities.” Something that, according to him, “introduces incomplete data that can affect the market.”
BBVA’s takeover bid therefore leaves the ball in the shareholders’ court, after the Sabadell board declared that same offer. Many of them are also present in BBVA’s capital, including large investment funds such as BlackRock or Vanguard. They will be the ones who will ultimately have to decide if the entity is worth more alone, as the board of the Catalan group defends, or with the help of BBVA.
Sabadell does not have a controlling shareholder, after the progressive departure of the Catalan fortunes that played that role, and the majority of its shareholding, 53%, is in the hands of large investment funds, with the remaining 47% being investors. retailers. BBVA, for its part, conditions the success of the takeover bid on obtaining 50.01% of the capital.
The hostilities between BBVA and Sabadell have been growing at times in recent days. The entity chaired by Carlos Torres first approached in a friendly manner, with a letter sent to the board of directors of Sabadell that proposed a merger entirely with this exchange of shares, in addition to three positions on the board of directors of the resulting bank. The entity chaired by Josep Oliu took about a week to respond and did so forcefully when considering the offer insufficient after a long meeting of the board of directors.
Tensions reached a peak on Wednesday. El Sabadell published a e-mail that its president received from Torres on Sunday night, hours before the board of directors meeting in which the bank was to evaluate the offer. In it, Torres warned Oliu that BBVA has no room to improve the offer already submitted. This put an end to analysts’ speculation that the offer could improve. With the document sent to the CNMV, hostilities rise one point further.
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