BBVA formalized its hostile takeover bid for Banc Sabadell this Friday before the CNMV. It has done so in the already known terms, that is, by offering a share exchange in which it would exchange 4.83 securities from the Vallesano bank for each one from BBVA.
With this procedure, the takeover approval procedures are activated. The expectation is that, after receiving approval from the ECB, the CNMV will analyze and approve the operation brochure, at which time its content will be published. In this document, BBVA must detail the business plans and all financial aspects.
In the note sent to the CNMV, BBVA reiterates the terms of its proposal. “The information and characteristics of the offer provided for in the previous announcement are confirmed, stating that no variation has occurred with respect to said information,” he assures.
From the moment the offer was announced, on May 9, BBVA had one month to register the prospectus with the CNMV, in accordance with the takeover law. However, the president of the bank himself, Carlos Torres, reported that the intention was to do so “during the first half” of the term.
BBVA estimates that the operation will be completed in a period of between six and eight months. Apart from the CNMV, you must request authorization from the ECB and the competition authorities, including the CNMC. It will be from now on, according to the sources consulted, that the central bank and the competition authority will be contacted.
The only change with respect to the previous announcement of the takeover bid is that the operation must also be analyzed by the competition authorities of France and Morocco.
BBVA informs the CNMV that the takeover bid is not subject to the approval of the competition authorities, which must analyze the effect of the integration on the banking sector. The merger between BBVA and Sabadell would be a step after the takeover bid, the objective of which is to exceed at least 50% of the capital of the Vallesano bank.
The offer will therefore be launched even without having the resolutions of these competition bodies, which could force BBVA to sell assets if it is considered that the concentration damages free competition.
Apart from Spain, France and Morocco, it must obtain authorizations in the United States, Mexico, Cuba and the Bahamas, where there are subsidiaries domiciled. It also needs approval from the United Kingdom authorities, where Sabadell owns TSB. The concentration must also be notified to the European Commission.
BBVA’s intention is to hold the shareholders’ meeting even before obtaining approval from the central bank and the CNMV. After authorization from the market supervisor, an acceptance period will open which, along with other procedures, will take a maximum of 70 days, according to the information offered by the bank to the market.
This entire process will serve, if the bank’s plans are fulfilled, to exceed half of Sabadell’s capital. After that moment, you could vote at shareholder meetings for that percentage, access the board of directors, consolidate the results in your accounts and receive the proportional part of the dividends.
The next step would consist of the merger through absorption by BBVA del Sabadell, whose capital would have a weight of 16% in the resulting group.
Although the exchange is in shares, BBVA’s offer is equivalent to valuing Sabadell’s share at 2.12 euros, or the total capital at 12,376 million euros. Its current price is at 1.91 euros.
