BBVA and Banc Sabadell file complaints against each other with the CNMV in the final stages of the takeover bid.

BarcelonaAs the acceptance period for BBVA's takeover bid for Banc Sabadell approaches, which ends on the 10th, nerves are growing on both sides and the relationship between the two institutions is becoming strained. In fact, the banks have filed complaints against each other with the National Securities Market Commission (CNMV) for practices they consider inappropriate.

BBVA has done so because it believes that obstacles are being placed in the way of its shareholder clients who go to the Catalan bank's offices to request information about BBVA's offer. Sources claim that "they are making it difficult for shareholders who want to participate in the takeover bid to exchange their shares," according to information released by The Country and which has been confirmed by ARA. Sources close to the Basque bank state that many clients have encountered resistance when visiting Sabadell offices. The Catalan bank, for its part, has detected through a campaign of office visits and phone calls that interested shareholders are being "erroneously" informed about various aspects of the operation.

Currently, both banks are working intensively. One, BBVA, to ensure the bid goes ahead; and the other, Sabadell, to thwart it. The Basque bank has been holding meetings with shareholders and investors throughout Spain to try to reach more than the 50% stake required for the takeover bid to be a success. However, it left the door open to settling for between 30% and 49.99%, which would force it to launch a second takeover bid once the first bid deadline expired (it ends on the 10th), and furthermore, in cash. This is an option that analysts see as more feasible than reaching or exceeding the 50% stake.

Mystery shopper

Sabadell has more than 40% small shareholders, most of whom are also customers, and few of them have shown interest in the takeover bid, according to Sabadell sources. Hence the efforts being made by BBVA, especially with institutional investors, who hold more than 50% of the Catalan bank. However, some of them, such as the insurance company Zurich, which holds almost 5% of the capital, maintain an alliance with the Valles-based financial institution. Despite the opposition of Sabadell's board of directors, its director, Mexican investor David Martinez, who holds 3.86% of the capital, broke the unanimity and announced that he would participate in the improved takeover bid last week. has raised the suspicions of small shareholders for possible relations between this businessman and BBVA.

As part of its offensive to uncover irregularities in its competitor, Sabadell has turned to the stock market supervisor after conducting a study that concluded that BBVA is providing "erroneous" information about tax payments by minority shareholders participating in the takeover bid, as well as the stock price.

The bank chaired by Josep Oliu carried out a Mystery Shopper study, that is, by people posing as shareholders interested in the offer. The campaign, focused on the telephone channel, with 116 calls to call center and 129 visits to BBVA branches, concluded that in 55% of cases, they were told that Sabadell's share price was inflated by the takeover bid, in 24% of cases, they were told it was the best time to sell Sabadell shares, and in 35% of cases, they were told that the offer was a failed success. This figure rose to 42% in BBVA branch visits.

According to the study, BlackRock, Vanguard, or Zurich funds, which are Sabadell shareholders, were also mentioned in 14% of cases, and it was stated that they had already accepted the takeover bid. This figure rose to 24% in BBVA branch visits. At the same time, it was assumed that the takeover bid would be carried out in 42% of cases, which rose to 70% in branch visits.

The report warns that the tax implications of the transaction, which is exempt from personal income tax for small investors if BBVA acquires more than 50% of Sabadell's capital, "are not spontaneously mentioned" and are only explained if the client asks. It has also been detected that in some cases, Sabadell's share price is "erroneously" reported.