The most assiduous of the Ibex investors, BlackRock, would also be the main shareholder in a hypothetical bank arising from the merger between BBVA and Banco Sabadell. It would emerge as the winner in a change of shares that would further dilute two shareholders that are very atomized by themselves, in which the investors of a financial profile without clear leaders who form a core of power prevail.
Despite the effects of this operation on the Spanish banking map and the concerns of businessmen, politicians and trade unionists, the truth is that the logic behind this move has a high financial character, with almost no room for political influence in any of the two organizations. Its boards of directors are dominated by executive and independent profiles, and there are no Sunday votes representing shareholders. The only exception is Mexican investor David Martínez, based in Sabadell.
In the exchange of shares, BBVA offers Sabadell 16% of the capital of the resulting group. This is where they can begin to calculate the transfers and deduce how the shareholding of the resulting group would be distributed, in which large managers, banks and international investment funds would stand out.
The American manager BlackRock, with 5.45% of BBVA and 4.1% of Sabadell, would be the main shareholder of the resulting group, with 5.25% of the shareholding, according to CNMV records . It would be followed by other North American firms, with almost no trace of Spanish investors.
BlackRock is a good example of a banking investor, attentive to economic performance and unwilling to get involved in management. It also has significant stakes in Santander, CaixaBank and Bankinter, and complements the bet with a wide list of Ibex listed companies, including Iberdrola, Telefónica, Ferrovial and Repsol. Its policy is not to participate in the boards of directors and to dedicate itself to collecting dividends, except in the case of Naturgy, whose board it can join as a surrogate after having bought GIP.
Another American firm, Capital Research, would have 4.2% of BBVA-Sabadell and would complete the stakes above 3%. As for Sabadell, no current shareholder could exercise real influence: Mexican investor David Martínez would have 0.56%, compared to 0.49% of the American firm Dimensional Fund and 0.16% from the Norwegian sovereign fund, Norges Bank.
In terms of the distribution of power, BBVA’s offer to Sabadell consists of three seats on the board of directors and a vice-presidency. BBVA’s body is made up of fifteen members, ten of whom are independent. There are three externals, two executives and one Sunday, which is what the shareholders’ representatives are called.
This particular operation is very common in banks. In its latest annual report, Sabadell itself explains that the members of its board of directors barely represent 3.7% of the capital. Similar circumstances exist at Santander, which contrast with CaixaBank, where Criteria and the State do form a core of power.
Since the shareholding is very diluted, it could be easier to launch a hostile bid for Sabadell without the need to seek agreements. However, the message from BBVA is that this is not the intention. The proposal, say the sources, is “friendly” and “attractive”.
To find traces of Spanish investors in Sabadell, you have to go very far down the lists offered by services such as Bloomberg. In the case of Sabadell, the surprise is that the largest Spanish investor is Santander, with 0.37% of the capital. It occupies the fourteenth position.
