Sabadell's small shareholders recommend waiting for the board's opinion before accepting the takeover bid.

BarcelonaThe negotiations are underway after the acceptance period for BBVA's takeover bid for Banc Sabadell began this Monday. The Association of Minority Shareholders of Banc Sabadell (AAMBS) recommends that the more than 200,000 shareholders of the Catalan bank wait for the Board of Directors' decision to decide whether or not to accept the takeover bid. Sabadell's governing body has until September 18 to issue its report, in which it will assess whether BBVA's offer is appropriate for shareholder interests and will also explain what the directors who hold shares will do. One of them is Mexican businessman and investor David Martínez Guzmán, who holds 3.495% of the capital.

Although the Vallesan bank's share price is above BBVA's offer, the Basque entity maintains that it will not improve it and, what's more, in an interview with the newspaper ARA it warns that if the takeover bid fails, Sabadell's shares could fall.

The Association, which like the board of directors until now has opposed the offer, considering that it does not reflect the value or potential of the Catalan bank.recommends that all shareholders wait to hear the board's official position. The report from the bank's governing body "constitutes a key piece of information that all shareholders must take into account when evaluating the transaction," they state.

They also remind investors that the acceptance period will be open until October 7, "enough time to analyze the complete information before making a decision." They emphasize an essential point: "Rejecting the takeover bid is as simple as not participating. All they need to do is do nothing for the shareholder's position to automatically count as an opposition to the offer."

The Association insists that BBVA's offer is "offensive, as it suffers from serious shortcomings." "First, BBVA has not improved the initial offer, and the premium remains negative. In practice, this would mean accepting to lose money instead of benefiting from the real value of the shares." Added to this undervaluation, they add, "is BBVA's intention to take control with only 30% of the capital, a backdoor entry route that ignores the majority of shareholders." Furthermore, the prospectus itself acknowledges that "the exchange would entail a higher tax cost for minority shareholders and that, if successful, Banc Sabadell's dividend policy would be revised downwards."

Overall, the proposal, "far from rewarding shareholder confidence, punishes them: it diminishes value, increases the tax burden, and cuts future remuneration." Given this, the performance of Banc Sabadell alone demonstrates that the most profitable and secure option is to maintain its independence, concludes this organization chaired by Jordi Casas.

Aside from small shareholders, who account for around 40% of the capital—Sabadell stopped disclosing this information when the takeover bid was announced sixteen months ago—the bank has more than 50% of its capital in the hands of institutional investors, who hold the key. Leading the way is the large American investment manager, BlackRock, which is also BBVA's largest shareholder, with 7.022%. The second is the insurer Zurich, with 4.70%, which also has a strategic alliance with Sabadell, as does Amundi (1.271%) or BNP Paribas (1.114%).

In addition to the Mexican investor and businessman David Martínez (3.495%), Dimensional Fund Advisors (2.873%), UBS (2.811%), Norges Bank (2.177%), Goldman Sachs (1.491%), WS (1.212%), Qube (1.021%) and JPMorgan Chase (1.009%) are also listed as shareholders with significant stakes.