Nothing less than 16 months after the initial announcement, it is finally the time for Banco Sabadell shareholders to take the floor on the hostile OPA launched by BBVA. On the morning of this Friday, the National Securities Market Commission (CNMV) He has reported that his advice has authorized the offer. The OPA, presented on May 24, 2024, is directed 100% of the Sabadell Bank Bank, composed of 5,023,677,732 shares.
The consideration offered is mixed and consists of A new BBVA emission action plus 0.70 euros in cash for every 5.5483 Sabadell sharesin the terms that appear in the brochure, says the CNMV.
According to the regulator, the offer is voluntary and is formulated in accordance with the provisions of article 13.5 of Royal Decree 1066/2007 and, consequently, the consideration is not subject to the rules on the equitable price established in article 9 of Royal Decree 1066/2007. Consequently, BBVA has not taken into consideration the criteria and methods of assessing the rules on the equitable price for mandatory offers.
On the other hand, the offer “is conditioned to the Acceptance for a minimum of actions that represent more than half of the voting rights by Banco Sabadell, discounting the actions of self -tank. «» The offer is conditioned to an acceptance of 50% because we want to control the bank. We do not anticipate modifying that minimum condition, «he said Carlos Torres, president of BBVA In the press conference with journalists. In the brochure, BBVA leaves the door open to reduce the minimum percentage of OPA acceptancecurrently established in 50% of voting rights plus one, up to 30% of voting rights. To do so, that would multiply the cost of the operation and, in this case, the OPAS law, forces to launch a second offer for 100% of Sabadell, to pay entirely in cash «at an equitable price.»
If 50% acceptance is not reached, which is the condition imposed, the OPA would not go forward, says Torres. «Nothing will happen. We have a project that has demonstrated and has evidence that we are one of the best banks in all performance dimensions at European levels. That is why we think we are one of the best partners for Sabadell. In the future we have a plan that reflects a sustained performance path in all metrics, higher profitability salt 20%, patrimonial increases in the order of 15% with an attributed benefit of 48,000 million and distribution to the shareholder that we estimate at 36,000 million.«.
The acceptance period «will be 30 calendar days from the business day following the publication of the first announcement with the essential data of the offer, also ending on business stock market. ”»30 days in which we invite Sabadell’s shareholders to accompany us as partners in our great joint project«, dice Torres.
BBVA, as an offeror, declares in the brochure that The offer is not exclusion. Without prejudice to this, in the event that the requirements provided for in articles 116 of the Securities Market Law and 47 of Royal Decree 1066/2007 are met, BBVA will exercise the right to demand the forced sale of the remaining shares of Banco Sabadell (Squeeze-Out) with the same consideration of the offer (adjusted, where appropriate, in accordance with the provisions of the brochure).
In payment guarantee, two deposits have been submitted for the payment of the cash party for 701,462,226 euros and an additional deposit for a total of 2,300,000 euros in BBVA for the acquisition of “peaks”. The issuance of BBVA actions to meet the consideration offered to the shareholders was approved at the Extraordinary Shareholders Meeting held on July 5, 2024.
The authorization of the CNMV comes a few hours after the SEC, the American regulator has authorized BBVA to reduce the operation of the operation of the operation to 30%, compared to the previous 50.1%.
A tortuous process
OPA has passed A tortuous process to get the approval of the different authorities. The first to give green light was the European Central Bank (ECB)in September 2024, while until April 30, 2025 the National Markets and Competition Commission (CNMC) He did not give his authorization after elevating him to phase 2. Finally, the Council of Ministers authorized the operation on June 24, but imposing hard conditions to BBVA, including that both banks operate autonomously for at least three years.
Although BBVA appealed at the end of July before the Supreme Court The government’s decision is still pending admission to process.
Shareholders’ time comes
With the approval of the CNMV, Finally arrives at the time that Sabadell’s shareholders make a decision. In fact, BBVA has rushed to communicate to the CNMV that “the next Monday, September 8 The period is expected to begin so that Banco Sabadell’s shareholders can accept BBVA’s proposal. ”The October 7.
One of the big doubts that remain in the market is whether BBVA will improve its offer. The bank will have the term until three days before the end of the acceptance period To decide. With the current terms, the OPA cousinwhich represents the difference between the price offered by BBVA and the market value of Banco Sabadell, is currently in -8,38%. «We do not see reasons to change the offer. We offer the same as at the beginning, only now it has more value. Since we present the offer [la ecuación de canje]the 12.2 billion euros in which we valued Sabadell have passed to 17,400 million, 43% more«Carlos Torres said. That calculation exceeds Sabadell’s capitalization because it incorporates the dividends paid by both banks since the OPA was announced.
Specifically, with the price prices at the end of September 4, a Sabadell shareholder would suffer a loss of -8.38% in the value of its actions if they chose to participate in the BBVA OPA at this time. Or in other words, A shareholder with an investment of 10,000 euros in Banco Sabadell would lose 838 euros of the current value of your investment.
However, BBVA defends that «It is a very attractive offer, whose current equivalent value represents The best assessment of Banco Sabadell in more than a decadeand that incorporates a premium much higher than that of similar transactions recent in Europe”
Being an offer in shares, the bank ensures that «its appeal also resides in the current assessment of BBVA and its future revaluation potential.» According to their calculations, «Banco Sabadell’s shareholders will obtain a 25% higher than they would achieve if the entity maintained their journey alone.»
Also, remember that The current equivalent value of the offer has increased by 43% From the day before the existence of fusion conversations (April 29, 2024), the 12.2 billion euros of the offer to that date to 17,400 million euros currently today.
For the BBVA shareholder, “the operation is also acrective in terms of benefit per action from the first year After the merger, with an improvement of 5% and a high return on investment (incremental roic Sabadell.
The bank recognizes that the implementation of Total synergies -What estimates in 900 million euros annual after the merger- «It would be delayed a year Regarding the original scenario ”(that is, 2029 vs. 2028 initially planned), due to the condition imposed by the Council of Ministers. However,“ the preparation of integration in the previous years will allow full materialization of synergies in the first year after fusion”In that period, restructuring costs will also be counted, which BBVA has estimated them at 1450 million euros.
On the foreseeable adjustment of the personnel, Torres does not give figures but refers to the fact that of those 900 million euros cited, the personnel costs will be 325 million, which is the smaller part of the total.
With a larger scale (derived from the fusion between the two entities), costs and investments (linked to technological disruption and AI) and get more efficiency can be diluted. «The transaction combines very complementary businesses: the experience and great weight that Sabadell has in the SMEs business and the retail bank and large BBVA corporations. And in the last year we have improved our market positions, we are even stronger. We are contemplating the union of two banks at its best and creating a stronger entity with a more balanced portfolio with a higher market share in key segments”, Says Torres.
If the operation goes ahead, says Torres, the BPA increase for BBVA will be more than 5% compared to 25% in the case of Sabadell.
An important novelty is that BBVA will review the remuneration policy to Banco Sabadell shareholder After the OPA liquidation. «The Pay-Out ratio of the remuneration policy to Banco Sabadell’s shareholder [60%] After the liquidation of the offer may be lower, equal to or higher than the one currently established, «says the document.
«The union of two banks that are today at their best and that are so complementary, has an incontestable logic and is beneficial for the shareholders, clients and employees of both companies and for the company as a whole. We invite the shareholders of Banco Sabadell to join the project of union with BBVA, the best possible partner, European leader in growth and profitability Carlos TorresPresident of BBVA.