The Competition Authority rectifies and includes Catalan employers' associations in its analysis of the takeover bid for Sabadell.

MADRIDSmall and medium-sized businesses are in the crosshairs of the final stage of the National Securities Market Commission's (CNMC) analysis of BBVA's takeover bid for Banc Sabadell. The agency, chaired by Cani Fernández, will prepare a new market test in which the Bilbao-based bank's commitments related to commercial conditions for SMEs, their access to credit, and the ability of merchants to accept card payments will be under scrutiny. Furthermore, this market test will involve business organizations, such as Foment del Treball and Pimec, and unions for the first time, according to sources familiar with the process told ARA. This was not only a demand from social stakeholders, but also from Banco Sabadell itself, which had criticized the fact that only other banking entities were taken into account in the market test.

The new market test to be conducted by the Competition Authority should serve to determine whether the latest commitments presented by BBVA allay the agency's concerns regarding these two elements. The emphasis is on the commercial conditions for SMEs and access to credit, particularly the term for granting that credit, but also on the ability of merchants to accept card payments (specifically, the focus is on the commercial conditions of the POS service and the online payment technical service). The underlying reason, as acknowledged by the CNMC itself, is that these are issues that have not been analyzed in previous similar transactions, such as the merger between CaixaBank and Bankia. In fact, one of Sabadell's complaints has been that the Competition Authority applies a methodology similar to that of that banking merger when the entities affected in this case (BBVA and Sabadell) have different businesses, especially given Sabadell's strong presence in SMEs.

However, these are not the only competition issues that the CNMC has detected during the Phase 2 analysis, and which BBVA is working hard to resolve. The agency chaired by Cani Fernández has also detected problems regarding access to ATMs. Specifically, in a merger scenario between BBVA and Sabadell, the Competition Authority has detected a potential risk of worsening access conditions to ATMs. Finally, regarding retail banking linked to individuals, the CNMC has detected a risk of worsening commercial conditions, as well as financial exclusion in localities where a monopoly or duopoly would occur if the takeover bid were successful.

Opinion of employers' associations and unions

For the first time, in addition to BBVA and Sabadell, employers' associations and unions will be involved in this new market test. In the case of business organizations, sources consulted by ARA confirm that both Foment del Treball and Pimec intend to respond to the Competition Authority's requests. The social stakeholders will be able to state whether, in their opinion, the specific commitments presented by BBVA in relation to SMEs and the card payment service are adequate and sufficient to resolve any problems that may arise from the operation.

This week, the entity chaired by Carlos Torres reiterated that the latest commitments presented are "unprecedented," in the words of the executive himself. Sources close to the process assure ARA that these commitments have also reached the Spanish government, which has reportedly been "positively surprised," the same sources say. In fact, BBVA has been working for some time to dispel the doubts of the Spanish government, which, a priori, does not see the takeover bid as a clear possibility.

New calendar

However, this new market test further extends the transaction's timeline. Now, those involved have 10 business days to respond to the CNMC's request, and based on their responses, the Competition Authority will finalize its opinion.

BBVA's commitments and the conditions that the CNMC may require (if it does) will be sent to the Ministry of Economy, which may decide to refer the transaction to the Council of Ministers, which various sources assume will happen. Once there, Phase 3 will begin, in which Pedro Sánchez's administration can decide whether or not to require further commitments, provided they are linked to the general interest and not to competition issues. However, this could take at least another month.

"I don't think [the CNMC's opinion] will be issued in April; it will be later," said Banc Sabadell Chairman Josep Oliu this week. BBVA, on the other hand, indicated that the final phase of the transaction (when the CNMV opens the acceptance period for Sabadell shareholders to decide whether they want to sell their shares) would begin at the end of June.