Carlos Torres, the president of BBVA, the entity’s executives and their well-paid external advisors, through incompetence or arrogance – in the coming months it will be possible to specify the contribution of each of the two sins – have transformed a financial operation into a strategic sector, their proposed merger of a megabank, the one they run, and a large bank, Sabadell, in a battle of financial power against political power. Despite enjoying the advantage of striking first, not on one occasion but on two occasions, his actions have resulted in setbacks for his interests. Maybe definitive.
It seems difficult for the hostile takeover bid of the first over the second to come to fruition with the opposition of the Government, the economic world, public opinion and the living forces and business fabric of the two main territories affected by the merger, Catalonia and the Valencian Community.
The blessing of the regulators, the Bank of Spain, which is already preparing for the replacement of governor, and the European Central Bank (ECB), which will only rule on the solvency of the operation, not on competition, and which can be taken for granted. , since the two banks involved already have plenty of it separately, it is not enough to face the wave of rejection that the approach announced by Torres has unleashed.
With the current cards on the table and to achieve a successful exit, Torres will have to maneuver in the coming months to achieve the confluence of two complementary circumstances. First, an agreement with Josep Oliu, the leathery president of Sabadell; something that will only be possible by raising the offer for his bank, with cash and not just with papers, BBVA shares. Pact in this climate of open war between the two bankers? In business everything ends up being a question of price, loot that explains the final turns that should never be ruled out.
Second requirement for the successful completion of the takeover bid, a change of criteria by Pedro Sánchez, the head of the Government; or, otherwise, an even greater twist in the script, a change of president. For either of the two possibilities, the Salamanca banker should offer relevant considerations to the political power.
What is the key to understanding the Government’s very harsh reaction? What strange mechanism has activated Carlos Body, the discreet and measured technician who heads the Ministry of Economy, to rush against the takeover when he was very cautious in the early stages, when everything seemed friendlier?
Pedro Sánchez and Cuerpo found out that BBVA was going to launch a hostile offer late on Wednesday night, the day before the public announcement. A strategic, basic sector of the economy, whose dependence on the protection of the State is a condition of its own existence, was going to be shocked by the movement of Torres and his people and the President of the Government did not know anything until a few hours before, and that through a brief message from the banker. Just like the Bank of Spain, by the way.
Body’s first reaction, that night quite neutral, still did not reflect the president’s enormous displeasure. A superb affront to political power that was not going to go unanswered. The confirmation of the climate in Moncloa would reach the minister the following morning.
An irreverence, moreover, in the final stretch of the Catalan campaign. A blow against Sabadell that can be interpreted by a sector of the middle classes – and even the upper bourgeoisie –, those who will decide the final fight between the PSC and the independence movement and in which Sánchez and his politics of independence are so much at stake. conciliation through amnesty, as a new blow by the centralized power in Madrid against the Catalan economy. Former president Carles Puigdemont, the main rival of the socialists in this campaign, has lacked time to support the idea and parallel the takeover bid with the intervention of Catalonia article 155 in hand.
In truth, Sánchez knew that something was brewing, among other things because from the Catalan business and political world, Josep Sánchez Llibre, president of the Foment employers’ association, and Salvador Illa, the PSC candidate and overall winner of today’s elections, according to the demoscopic perspective, warned him of the danger to the Catalan economy of the bank of Basque origin launching a hostile takeover bid. Precisely because of this knowledge, these last two were the earliest to react, very early on Thursday, to the announcement of the hostile takeover. The first, with a statement of radical rejection; the second, in an interview on TV3 in which he spoke out without nuances against the assault on Sabadell with economic arguments. His responses set the tone for the rest of the chain statements from political parties, employers, unions and civil entities.
Sabadell, Catalan bank? Since 2017, it has been headquartered in Alicante, maintaining its headquarters in Sant Cugat del Vallès (Barcelona), part of its executives reside in Madrid and its objective is to be a large Spanish bank. In fact, the momentous meeting of the board of directors that Oliu called last Monday and in which it was approved to reject BBVA’s offer, it was not yet a hostile takeover, it was held in Madrid. Significant election that did not suggest a debate on the operation in territorial terms. A combination of references that is not easy to interpret. Nor, it seems, for BBVA, which has also ended up opening that front, precisely against the interests of the Government.
But Oliu is a very active character in Barcelona, where he maintains frequent contacts with politicians and the rest of the economic world. And what is also very relevant, the bank continues to have its main center of activity in Catalonia and Valencia, territories where it cultivates a high share of financing for companies, especially SMEs. Its absorption by BBVA would be a problem for many of them. In that sense, Sabadell continues to be a Catalan and Valencian bank, which explains why Carlos Mazón, the president of the latter community, has ardently joined the rejection of the operation of the president of the Generalitat, Pere Aragonès, despite The Alicante headquarters of Sabadell is nothing more than symbolic and the aspirations of that city, like those of Barcelona on the other hand, to become a relevant financial center are minimal.
However, the chances of Sabadell finding a white knight to compete with BBVA and offer better conditions are slim. European banks do not play in cross-border operations and in Spain the two potential candidates, Santander and CaixaBank, are not up to the task.
From now on, a long period opens, up to a year, before the takeover bid materializes, that is, the moment arrives when Sabadell shareholders choose to sell or continue holding their shares. But as it has been configured at the start, it will not be the tedious and slow march of the bureaucratic and administrative machines, seals and approvals, which will mark the process. The battle of public opinion will be as relevant, if not more, relentlessly harsh. And also decisive. As long as the circumstances do not change, the attacker has a clear disadvantage.
The Olympus of the masters of the financial universe no longer governs with the unlimited powers of the past. Political considerations are more than just annoying frictions that can be easily addressed.
BBVA had the complicity of some large investors, whom Torres referred to when explaining that some relevant shareholders had expressed their interest in the offer. These are financial operators capable of being tremendously ruthless and rude when they pounce on prey, but they are also aware that confronting a government is bad practice if you invest in many sectors and aspire to receive good treatment from authorities and regulators.