BBVA is already turning the page on Competition and the government: "Shareholders have to decide."

Bilbao"Basques are more restrained when they express themselves," was the rumor around BBVA just hours before its general shareholders' meeting. What they meant was that at the financial institution's gathering held this Friday at the Euskalduna Palace in Bilbao, neither prolonged applause nor tears in the front rows could be expected, unlike what happened yesterday, Thursday, at Banc Sabadell's meeting. And they were right.

BBVA's General Shareholders' Meeting wasn't notable for the expressiveness of its attendees. In fact, the Euskalduna auditorium was rather cold and dimly lit; the empty seats didn't help. However, this scenario didn't diminish the media's interest, nor did it diminish the interest of those attending the meeting, in the hostile takeover bid for Sabadell. Nor did it diminish the conviction of BBVA's top management, particularly its chairman, Carlos Torres, that the hostile takeover they launched almost a year ago will be successful: "We fully trust in the success of the takeover bid because it is beneficial for everyone," Torres told shareholders. BBVA is on the decline because the takeover bid will be endorsed not only by the authorities—the National Commission of Markets and Competition (CNMC) and the Spanish government—but also by the Vallesan bank's shareholders.

"The shareholders [of Banco Sabadell] will own a bank that is much better prepared for the future," Torres stated during his opening remarks. The senior executive latched on to the European debate on how to achieve greater strategic autonomy to argue that having larger banks is the way forward: "Spain and Europe need financial institutions with the appropriate scale and strength to face challenges and channel savings into strategic projects," Torres said. "The merger with Banc Sabadell makes more sense than ever," he reiterated.

Doubts among shareholders and employees

Be that as it may, before reaching the "successful" scenario BBVA yearns for, the final Competition Authority analysis must be issued (expected in the first weeks of April) with the conditions and commitments the Bilbao-based bank will have to assume if it wants the takeover bid to be successful. But above all, the Spanish government's decision must be made. The Ministry of Economy can submit the takeover bid to the Council of Ministers, which may demand greater commitments. While Banc Sabadell is spreading the word to Pedro Sánchez's administration and the possibility that it will add tougher measures to the CNMC's conclusions, BBVA considers both challenges over and places its emphasis on the Valles-based bank's shareholders: "It's important that they be the ones who decide," Torres stated.

But unlike the BBVA president, there are those who don't see it that easy. Shareholders and employees of the Bilbao-based bank took advantage of the General Meeting's speaking time to make it clear that while they embrace the takeover bid—"it's a textbook operation," one shareholder went so far as to defend—they have doubts about how and when the next steps will be resolved.

"They told us [the takeover bid] would be resolved in six months, and it's been almost a year. They also told us that the government would change its mind. None of that has happened. Aren't we in the midst of a headlong rush?" asked Luisa, one of the shareholders present at the Meeting. "The situation is at a standstill, and they will be tempted to increase the price [of the offer]. We authorized them to increase capital under the conditions they presented to us [in July 2024], but not to pay much more. If they do, they'll have to justify it very well," warned Alberto Artela, representing an association of former employees. Despite these specific doubts, the shareholders' meeting once again approved the capital increase with a much higher percentage of favorable votes than last summer: 97.6%, almost two percentage points higher.

Representatives of unions such as CCOO and UGT have expressed concern about how the operation could affect the workforce, although the focus has been on the voluntariness and compensation of potential departures: "It is essential that management clarify the future for us. If the takeover is successful, ask for a bank," demanded the UGT representative. In fact, Jorge Aranda, spokesperson for ACB, the majority union at BBVA, even expressed confidence that the takeover "will be successfully resolved."

After preparing his answers for a few minutes, Torres answered with the same arguments he presented during his opening speech: confidence that it will be resolved soon, the conviction of a benefit for all, and even the possibility of a bank being taken over, but not merged (authorization from the Spanish government is also required). In any case, the shareholders have ratified their support for Torres, and also for the CEO, Onur Genç. This Friday, both directors were re-elected for another four-year term: the former with 97.4% of the votes in favor, and the latter with 99.1%. The General Meeting registered a historic quorum of 72.9%.