Banco Sabadell shareholders face a decisive deadline, with the date of October 13th to mark the end of acceptance of the hostile Public Takeover Offer (OPA) proposed by BBVA.
Launched more than a year ago, this OPA has generated great expectations in the financial market and its conclusion will be announced by the Spanish National Securities Market Commission (CNMV) on October 17th.
BBVA, which presents itself as one of the largest Spanish banks, has set a goal of acquiring at least 50% of Sabadell’s capital. If it manages to guarantee between 30% and 50%, the Basque bank will be able to maintain this stake, but will be forced to carry out a new takeover bid, this time in cash. If adhesion does not reach 30%, the OPA will be considered a failure.
Since the beginning of the OPA, on September 8, BBVA has offered Sabadell shareholders one share in exchange for 4.8376 shares of the Catalan bank. This exchange of shares allows shareholders to avoid taxes on capital gains, as long as acceptance exceeds 50% of voting rights, which would make the transaction tax neutral. With a valuation of 3.39 euros per Sabadell share, shareholders will be able to obtain a gain of around 2%, taking into account the performance of the shares on the Madrid stock exchange.
O OPA program aims at the entire share capital of Sabadell, which is made up of more than 5 billion shares.
Although the OPA was initially announced in May 2024, its regulatory approval only occurred in April of this year. The Government of Spain, in an unprecedented decision, imposed that the merger can only go ahead if both banks maintain separate management and assets for a period of three yearsand this requirement may be extended.
BBVA, determined to move forward despite the limitations imposed, could create a European financial giant, bringing together assets approaching one billion euros and bringing together more than 135,000 employees around the world. This merger would allow BBVA to overtake CaixaBank, becoming the second largest bank in Spain, behind Santander.
Sabadell’s Board of Directors has already expressed, on two occasions, its opposition to BBVA’s offer, arguing that the proposal does not reflect the bank’s true value.
Sabadell’s CEO, César González-Bueno, expressed skepticism about the viability of the OPA, while BBVA remains optimistic, considering the offer a “unique opportunity” and stating that it has the support of institutional investors who hold a significant part of Sabadell’s capital. The adhesion of minority shareholders, however, remains an unknown.