This May 9, BBVA has launched a hostile takeover bid (takeover bid) on all the shares of the Sabadell Bank, after their first friendly offer was rejected on April 30. With this, the Basque entity seeks to take over the entire Catalan bank through this financial mechanism, regulated by the National Securities Market Commission (CNMV).
The attempted hostile takeover bid by BBVA towards Banco Sabadell invites us to review the history of this type of operations in the Spanish financial sector. According to the information provided by the National Securities Market Commission (CNMV), the Spanish market has been the scene of around twenty hostile takeover bids, although many did not come to fruition. However, in the financial field, The only recorded case dates back to the 80s, when Banco Bilbao went after Banesto.
This operation, led by José Ángel Sánchez-Asiaín, it did not come to fruition for different reasons. One of the most significant was the proposal by Banco de Bilbao to compensate Banesto shareholders with shares of a future capital increase that had never been proposed to shareholders before, which added uncertainty and contributed to the failure of the operation.
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The proposal did not obtain the necessary approval from the Madrid Stock Exchange, setting an important precedent. Since that time, it has been common for listed companies to obtain preventive authorization at their annual shareholder meetings. This allows the board of directors to carry out capital increases if it is considered necessary. This setback played a crucial role in the rise of Mario Conde to the presidency of Banestolaying the foundations for significant changes in the entity.
The consideration offered by BBVA to Sabadell shareholders is newly issued share for 4.83 Sabadell shares, as detailed in the offer communicated to the National Securities Market Commission (CNMV). The takeover bid is aimed at all of Sabadell’s shares and is conditional on achieving more than 50% acceptance by shareholders. According to the current evolution of the shares, this is equivalent to valuing the price per share of Sabadell at 2.12 euros or 12,376 million for its entire capital.
This new offensive by BBVA occurs after the failed merger attempt proposed by the Basque entity with the Catalan one. On April 30, BBVA informed Banco Sabadell of its intention to reactivate a plan that already failed in 2020when they tried to unite both groups.
The project of BBVA to take over Banco Sabadell may not see the light even if the hostile takeover launched against the Catalan bank succeeds, since the Government can veto the operation, even after the Basque bank obtains the authorizations it needs from the National Stock Market Commission (CNMV), of the European Central Bank (ECB), of the Bank of Spain and of the National Competition Market Commission from both Spain and the United Kingdom, as stated in a press conference by the president of BBVA, Carlos Torres. However, he has stated that he trusts that the “Spanish Government will end appreciating the advantages of this operation.”
