New change in BBVA’s purchase offer for Sabadell. In this case it is a modification of the minimum acceptance condition of the voluntary public acquisition offer (takeover bid) that the Basque bank has launched on the Catalan entity. BBVA has explained in a statement to the National Securities Market Commission (CNMV) that “the minimum acceptance condition, which initially consisted of the acceptance of the offer by at least 2,720,654,746 shares, representing the 50.01% of its share capital is reduced”, so that BBVA would accept a number of shares that allow it to “acquire, at least, more than half of the effective voting rights of Banco Sabadell”, which excludes the treasury stock of the Catalan entity at the time when the offer acceptance period ends.
It should be remembered that the voting rights of treasury shares are suspended, in accordance with the provisions of article 148.a) of the Capital Companies Law. Taking into account that Sabadell’s capital is represented by 5,440 million shares, of which 78.7 million are held by the entity itself in treasury stock, the offer will be considered fulfilled if it is accepted by at least 2,680 million Sabadell shares. .
According to the BBVA statement, “in the event that at the end of the acceptance period the treasury stock of Banco de Sabadell had changed, the condition must be deemed met if the Offer were accepted for the number of shares necessary to acquire more than 50% of the voting rights effective at that time, for which purposes the suspended voting rights corresponding to the shares that Banco Sabadell held in treasury stock on that date must be excluded. In the event of a positive result of the Offer, BBVA will promote the amortization of Banco Sabadell’s treasury shares at the end of the acceptance period at the first General Meeting of Shareholders of Banco Sabadell.”
On October 1, the bank chaired by Carlos Torres announced the first modification with the reduction of its offer to exchange shares for the Catalan bank but added payment in cash, an option that BBVA had initially discarded to take over the Sabadell, but that it had in the chamber in case of “any distribution of dividends, reserves or any other distribution to its shareholders.”
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