Banc Sabadell urges shareholders who accept BBVA's takeover bid to do so "irrevocably."

Madrid"Whoever is going to make the takeover bid, let them make it irrevocable." With just four days left until the acceptance period for BBVA's hostile takeover bid for Banc Sabadell ends (this October 10), the Catalan bank's CEO, César González-Bueno, addressed the bank's shareholders in this way. Within the framework of the KPMG financial meeting that began this Monday in Madrid, the executive urged investors to decide in the coming days to announce their intention to accept BBVA's offer and to put it in writing. That is, in black and white. How? By communicating it, for example, through a fax to the Basque bank.

The message, however, It is also directed at the Mexican David Martínez, the rebellious Sabadell director who last week broke the unanimous vote of the bank's top brass by announcing that he would participate in BBVA's takeover bid. In fact, this Monday he reaffirmed his decision in an opinion piece in The Country, In this interview, he also defended himself against accusations of a possible agreement with BBVA: "There is no agreement or conflict of interest between BBVA and me," the investor said.

"If a hare emerges [this week] saying they will participate in the takeover bid, let them do so irrevocably so we can be certain they are not trying to drag the market down and end up with a second takeover bid," González-Bueno reiterated during his speech. The underlying reason, then, why the executive has issued this kind of challenge is in case a shareholder, for example, an institutional investor, first says they will participate in BBVA's takeover bid to attract other shareholders, but then backtracks due to the possibility of a second takeover bid and the price being better, and therefore winning. This could happen if only between 30% and 50% of Sabadell's capital accepts BBVA's offer.

A priori, the bank chaired by Carlos Torres has set the minimum condition for acceptance of the takeover bid at 50%, although it has opened the door to waiving that minimum condition. To gain control, BBVA would need between 30% and 50% of Sabadell's share capital. If this scenario were to occur and it decided to fight for more capital, the law requires it to launch a second takeover bid, although Torres himself has said that this option "is not on the table." BBVA They have expressed their conviction that they will reach more than 50%. Because "the offer is exceptional."

In the event of a second takeover bid, BBVA will have to provide more capital. However, the offer price must be "fair" and will be approved by the National Securities Market Commission (CNMV). This price will be set based on the average purchase and sale price of shares on the day Sabadell acquires BBVA shares. The exact date is causing disagreement between the two banks, and the CNMV is studying it.

Sabadell Amendment

Sabadell, on the other hand, sees reaching that threshold as "virtually impossible." "Our numbers tell us it's very far from 50%. It's practically impossible to reach it," Sabadell president Josep Oliu stressed in an interview on RAC1 this Monday, as reported by the Efe news agency.. Oliu also addressed David Martínez: "I understand that clients don't even know what they are; you were a Wall Street investor and you're looking to maximize profits," the executive said.

"I have doubts they'll reach 30%," said González-Bueno, who insisted that the BBVA offer on the table is "very poor." In any case, the result of the vote won't be known until next week: the CNMV has until October 17 to announce it.

A "reflection" on the Competition Law

Various figures from the Spanish banking sector appeared on Monday, and they were not immune to questions about the takeover bid. "Takeover? What takeover?" quipped CaixaBank CEO Gonzalo Gortázar during his remarks. The executive did not comment on the operation, but did suggest that once it is finalized, "a reflection" would be necessary on the current Competition Law that has governed the process, particularly with regard to the role of the Spanish government. "A separate reflection [on the takeover bid]," he noted.

Gortázar defended that the Competition Department carried out a "scrupulous, lengthy, detailed, and exhaustive" analysis. "The result is perfect," he asserted. He also maintained that the Spanish government acted "within the scope of current regulations."