BBVA can improve the price by Banco Sabadell to 10 business days before October 7when the OPA acceptance period initiated last Monday will conclude, as confirmed by a spokesman for the National Securities Market Commission (CNMV) to Europa Press.
American regulations are appliedas said yesterday the president of BBVA, Carlos Torres, in an interview in Wave Zero, instead of the Spanish, where a term of five calendar days prior to the end of the period of acceptance is contemplated.
The reason for applying the American rule obeys Sabadell shareholders with residence in the US. In fact, BBVA has had to coordinate the publication of the brochure and the notices in the two jurisdictions, the Spanish and the American.
Taking into account that the acceptance period will end, predictably, on October 7, and following this criterion, BBVA would have until September 23 or 24 to improve the offerif you want to do it.
However, the bank can modify the period of acceptance of the OPA one or more times, prior communication to the CNMV and provided that the maximum limit of 70 calendar days is not exceeded. According to the brochure, the expansion of the deadline would have to be done at least three calendar days at the end date of the initial term or the applicable extension.
«Market Games»
However, the entity has remarked since the beginning of The operation that the offer «is what is», which is very attractive and has no intention of improving it.
In Wednesday’s interview, Torres said there are «market games» related to «speculation around what the final price of the offer can be» that are making Sabadell’s price above the price offered by BBVA.
In recent weeks, the price at which Sabadell has remained between 6% and 9% higher than the BBVA offer on the table to acquire the Catalan entity.
Torres said that this situation is due to those «market games» and referred to statements made last Tuesday the CEO of Sabadell, César González-Buenos, in some conferences in New York.
«For example, the CEO of Banco Sabadell said it was common sense that this was not BBVA’s last offer. We see that the offer is enormously attractive and we do not see any reason to change it. And, therefore, we have no intention of doing so. But the market speculates that it can be,» said the president of BBVA.
«Once it is seen clear that the offer can no longer be changed, here applies to the most restrictive legislation, which is the American, which requires us to have ten business days after the potential increase in supply or change in conditions that there were, which perhaps 10 days before the period, 10 business days before October 7, would be a term from which the offer is definitive. It will disappear and converge in the two prices, «he said yesterday.
Deadline for giving up acceptance threshold
The criteria by which US regulations are also used is also applied to the resignation of the minimum acceptance condition. With the regulation of Spanish Opas, BBVA could give up reaching the acceptance threshold (established in the acceptance of at least more than half of Sabadell’s voting rights) five calendar days before the end of the deadline, but the American norm will be applied, which contemplates five business days.
«US regulations establish that such modification [minorar o eliminar la condición mínima de aceptación] It can only be done before the fifth business day prior to the end of the acceptance period. Consequently, to minor or eliminate the minimum acceptance condition, complying with both regulations, BBVA must do so before the fifth business day prior to the end of the acceptance period, «says the OPA brochure.
This implies that, in case of exercising the resignation, BBVA would have the deadline Until September 30 or October 1.