This Friday ends the acceptance period for BBVA’s takeover bid for Banco Sabadell, which began on September 8 and has been delayed for just over a month. It is, theoretically, the last chapter of a battle for control of the Catalan entity that has now lasted 17 months and in which both directors have gradually raised the tone of criticism to retain or capture the support of Sabadell shareholders. The National Securities Market Commission (CNMV) attests to the hostility of the operation, where the two banks have exchanged complaints and requirements about the other’s actions since the very moment BBVA made public its desire to buy Sabadell, in May 2024.
From the most pragmatic point of view, the Banco Sabadell shareholder who has not yet attended the takeover bid and wants to do so has his last opportunity today. In order to be able to join the exchange offered by BBVA (entirely in shares, 1 newly issued in exchange for 4.8376), you must communicate your desire to participate in the offer where you have the Sabadell shares deposited. BBVA has enabled a free telephone service (+34 800 080 032) or through its offices where the exchange will be processed free of charge. In fact, The Basque entity has extended the service until 11:59 p.m. on Friday and will exceptionally open 68 branches nationwide, 24 of them in Catalonia (where the bulk of Sabadell’s shareholders are concentrated) until 9 p.m. All to row until the last moment trying to add the maximum number of possible supports to the operation.
It won’t be until next Friday, on the 17th, when the CNMV reveals the result of the takeover bid and also the criteria to follow in the event that BBVA were forced to launch a second cash offer. The war of absolutely antagonistic figures that the directors of both banks publicly comment on makes it impossible to know how shareholder support is going. BBVA is confident that it will “widely” exceed 50% of the capital, while Banco de Sabadell sees it as difficult, at least publicly, for it to even reach the minimum of 30%, which is the threshold that determines the viability or failure of the takeover bid. The vast majority of analysts and banking sources consulted calculate that acceptance will be right in the middle, which is the territory in which there is no clear victory for either of the two protagonists. In this hypothesis, with a support greater than 30% and less than 50%Spanish legislation obliges the entity chaired by Carlos Torres to take subsequent actions: the first is to renounce the current minimum acceptance of 50% and lower it to 30%, something that will be communicated to the CNMV once the results of the takeover bid are known; and the second is the one of the hackneyed one second takeover bid, of a mandatory nature and which must be carried out, in accordance with the law, in money and not in actions like the current offer.
At a fiscal level, Any of the assumptions will be detrimental to Sabadell shareholders who decide to go to the exchange. since they must pay taxes on the capital gains generated by their shares, if any. They could only apply the tax deferral if the takeover bid was successful by exceeding half of the voting rights.
Less than 24 hours before the closing of the window To join the exchange, both banks continue to search wherever they can for the necessary support to achieve victory. Throughout the entire operation, the focus of attention has been on the weight of minorities in the capital of Banco Sabadell, an SME entity that boasts a strong connection in daily dealings with clients. Josep Oliu, in fact, has appealed to the “loyalty” of these clients, who are also shareholders of the bank, to make his victory that of all Sabadell investors. The objective is to convince the minority shareholder, who has 500,000 euros or 1 million invested in the bank’s shares, that it is not institutional, but not irrelevant either, to add it to the equation where each vote adds up.
The CNMV finally spoke this week to silence all the overwhelming noise surrounding the operation and clarify two issues: that until the 17th, a week after the acceptance period closes, the result will not be communicated; and that the price of a hypothetical second takeover bid must be ratified by them at the proposal of BBVA; That is, it is the regulator – as in any other operation, although the opposite has been suggested – who will have the last word. “Any statement about the determination of the equitable price that is transferred to the market before the CNMV makes these criteria known must be considered mere speculation.”
And where is the party in the stock market? During the last two weeks and after knowing the change in the offer presented by BBVA, the premium was adjusted and remains stable at over 2%. Since the acceptance period began, BBVA’s share has risen 3.3%, double that of Sabadell, which has doubled its valuation in the almost year and a half that the takeover bid has lasted. According to the share exchange, BBVA is valuing Sabadell at 3.33 euros. To this we should add the dividends that both entities have announced and that they use as another formula to attract shareholders. BBVA delayed its traditional October payment until November 7 so that “shareholders who have attended the exchange also receive it.” You will pay 0.32 euros per share, which implies a profitability close to 2%.
Banco Sabadell last raised its commitment to pay dividends two weeks ago by another 150 million euros, up to 3,950 million euros to be distributed until the first quarter of 2026, when the sale of TSB to Banco Santander closes. Until then, the Sabadell shareholder will receive 0.07 euros on December 29, another 0.5 euros as an extraordinary payment on account of the operation in the United Kingdom at the beginning of next year and a complementary in March or April yet to be defined, with overall returns that are close to 20%.