Some of the large shareholders of Unicaja they let themselves be loved for Sabadell. The hard core that controls the capital of the Andalusian bank has always been reluctant to take the path of mergers after the complicated digestion of Liberbankbut within these shareholders it is now not ruled out that the leadership of the Catalan bank will launch with a “good offer” to block BBVA’s hostile takeover bid, according to what has been learned Vozpópuli from solvent sources.
Unicaja official sources did not comment on the matter. The attempt, as sources close to Unicaja’s large shareholders recognize, would be difficult due to the duty of passivity that the regulation on takeover bids imposes on Sabadell. But in the hard core environment it is considered that the Catalan bank “at some point” especially from 2025, it may be decided to make a formal offer.
The law does not prevent launching a takeover bid to buy another bank while BBVA’s is open, as long as it has the approval of the shareholders’ meeting. The legal takeover regime, In its article 28, it contemplates the impediments to the listed company subject to an offer of this nature, among which this type of movements is not found.
In this way, Sabadell could avoid the duty of passivity if this alternative is approved in an ordinary or extraordinary meeting, as indicated by legal sources close to Unicaja. During the first contacts with investors after the hostile takeover, Sabadell directors acknowledged that they had tried to take positions for a merger with Unicaja and defended themselves against BBVA’s assault as “buyers rather than sellers.”
New strategic plan
The Unicaja dome she feels armored against any attempt to purchase Sabadell, according to the sources consulted, since it has the unwavering support of more than 50% of the capital, which is committed to growing as an independent and solitary entity. A plan that is expected to be reflected in the new strategic plan that the entity is finalizing for the next three years and with which it is intended to straighten profitability. But if an offer ends up arriving with an agreed takeover bid or it cannot give the shareholders the opportunity to squeeze the most out of the price of the operation, when the income from the rates has already reached its ceiling.
The hard core of shareholders of the Andalusian bank is made up of the Unicaja Foundationwhich controls 30.2% of the capital; Tomas Olivowith more than 9% and is in the process of seating a representative on the council; and the owners of Mayoral; who have more than 8% of the capital and already have a seat in the highest governing body.
“At some point in the process (BBVA takeover) a good offer may arrive,” say sources close to the hard core of Unicaja shareholders. In fact, the legal teams close to the entity consider that Sabadell has options on the table to avoid the duty of passivity, especially if it achieves the green light from the board.
The key to the operation is whether Sabadell shareholders would be willing to pay for another bank instead of accepting the exchange of shares to join BBVA
Now, the shareholders of the Andalusian bank are aware of a double difficulty for Sabadell’s attempt to succeed. First, the shareholders of the Catalan entity would have to be willing to pay “a good price” for Unicaja, as the sources consulted insist.
Unicaja currently has a stock market value of almost 2.9 billion euros, below its book value. But in order to consider a merger, the buyer would have to offer a premium of between 20% and 30%according to financial sources. CaixaBank, for example, paid a 20% premium to acquire Bankia. With this scenario, Sabadell’s offer would have to be close to 4,000 million.
Nervousness
Within the Unicaja management team there is a certain nervousness about the replicas of the takeover bid that has been hostile to Sabadell for some time. Within the Andalusian entity there is fear of falling into the networks of the fourth largest bank in the country as a movement to defend itself from the BBVA assault. how this medium published. “You never know if they can launch a takeover bid against you,” admit internal Unicaja sources close to the leadership.
He second obstacle for a possible takeover of Sabadell would depend on whether its shareholders prefer to pay money to absorb another bank instead of accepting BBVA’s exchange proposal, which offers one new share for every 5.0196 shares and a cash payment of 0.29 euros corresponding to the interim dividend. This exchange represents a premium of 30% over the price before the La Vela group’s intentions were leaked.
The timing of the authorization of the BBVA takeover bid may work in Sabadell’s favor. The CNMC and the CNMV are going slower than expected in their examinations of the operation, and within the La Vela group it is already assumed that the takeover bid could be delayed until spring. A warning that the Minister of Economy himself, Carlos Body, has verbalized. Sabadell usually holds its ordinary shareholders’ meeting at the end of March or beginning of April.
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