BarcelonaThe end of the banking battle of the year. Only 25.33% of the share capital and, consequently, 25.47% of the voting rights of Banc Sabadell participated in BBVA's hostile takeover bid, according to the National Securities Market Commission (CNMV) on Thursday night. This means that the Basque bank's offer has been derailed (30% was the minimum that the bank chaired by Carlos Torres could assume if it wanted to gain control of Sabadell). This concludes a battle that has lasted almost a year and a half, and the Catalan bank will continue on its own.
Comunicat de la CNMV sobre l'opa del BBVA al Sabadell
In the statement, the body determines that, as a result of this low acceptance rate, "the public offer has had a negative result as the minimum limit set by the offeror for its validity was not reached and, in accordance with the provisions of the offer prospectus, this minimum could not be waived as the number of shares exceeds 30% of its voting rights, excluding treasury stock. Thus, in accordance with the provisions of article 33.3 of the aforementioned royal decree, the offer is void," the CNMV notes in its publication.
In this way, Sabadell secures its victory. As for the 25.47% of shares that have accepted the offer, as it is void, the agreement is broken and that 25% keeps the Sabadell shares as they had them. Thus, there is not even room for the much-speculated second takeover bid, which would have been possible if the acceptance rate had been between 30% and 50%, as the market expected.
Despite Sabadell's clear victory, the bank chaired by Josep Oliu and with César González-Bueno as CEO has declined to comment, and has assured that it will issue a statement tomorrow, Friday.
BBVA accelerates its dividend plan
In the face of the defeat, BBVA has been quick to announce the accelerated resumption of its shareholder remuneration plan. Although the bank has called a press conference for this Friday morning, its chairman, Carlos Torres, thanked the shareholders who attended the takeover bid in a statement: "I want to thank the shareholders of Banco Sabadell who have shown their support for the merger project, the shareholders of BBVA for their constant support, and our team." "At BBVA, we look to the future with confidence and enthusiasm. We have a bank that is at its best, a committed team, and a clear roadmap to continue growing and creating value for our shareholders, customers, and society," he added.
Likewise, the bank explains that it expects to have €36 billion available to distribute among its shareholders until 2028. "In the short term, BBVA will have approximately €13 billion available to distribute among shareholders," it explains in a statement. "Within the framework of our financial objectives and having overcome the restrictions derived from the operation, we are accelerating our shareholder remuneration plan," highlighted BBVA CEO Onur Genç.
It should be remembered, however, that this is the third time that BBVA has attempted to take over Sabadell, since it first attempted to do so at the end of 2020. "Obviously, it is not the result we expected," BBVA sources lamented to ARA. "We believe that the institutional shareholder has turned out quite a bit [to support the takeover bid]," they say. "The false expectation of a second takeover bid at a higher price—as Sabadell had stated on several occasions—has surely influenced the result," they point out, while assuring that "it is very difficult to make estimates."
"We are surprised, but encouraged. It is a clear missed opportunity, but we are turning the page and looking to the future. We will present relevant updates on shareholder remuneration," BBVA points out.
Torres' future
The undisputed protagonist of this series, Carlos Torres, is now facing a difficult time at the bank he heads. In fact, the market had long feared that Torres's insistence on going ahead with the takeover bid "was driven more by emotional than rational reasons," as Sabadell's CEO also pointed out. César González-Bueno, in an interviewIn fact, according to ARA, Carlos Torres was banking on a 20% increase in supply in September—not the 10% that ultimately resulted.
However, the president of BBVA has reiterated on several occasions that, even if the takeover bid failed, he did not fear for his continuity. "I have no intention of resigning," he said in January, when asked about the possibility that the hostile operation against Sabadell might not be successful. It remains to be seen how this failure is handled within the bank.
BBVA shares soar 7% on the New York Stock Exchange.
The bank also improves its valuation on the Mexican Stock Exchange
BBVA shares on the New York Stock Exchange (NSDE) soared 7% this Thursday after the results of the takeover bid were announced. The bid failed because it didn't receive the necessary support: it received 25.47% support, below the minimum required of 30%. On the Mexican Stock Exchange, the response was identical: BBVA shares rose 6.83%.
The first major market reaction occurred on the other side of the Atlantic, because when the failure of the takeover bid was revealed, the Spanish market was closed.
BBVA's takeover bid for Banc Sabadell fails: all the details and reactions to the failed operation | LIVE
