BBVA-Sabadell, a takeover bid for which not everything is written yet

In the process of BBVA's takeover bid (OPA) for Banc Sabadell, which the financial institution chaired by Carlos Torres Vila hopes will result in a merger, not everything is set in stone. Despite last week's unanimous ruling by the National Commission on Markets and Competition (CNMC), a new chapter is opening, one that will be led by the Spanish government, which has opposed the operation from the outset. Its president, Pedro Sánchez, took it upon himself to describe the takeover bid as "hostile" during his speech on the first day of the 40th Annual Meeting of the Círculo de Economía (Economy Circle) in Barcelona.

Sánchez also surprised a packed auditorium at the Palacio de Congresos de Catalunya by announcing a public consultation before making a decision. The message was well received by a large portion of the business community in attendance, as the employers' associations Foment del Treball and Pimec, along with many other economic and social organizations, had opposed the operation.

The Spanish Prime Minister recalled that the CNMC's approval depends on compliance with certain requirements that primarily affect SMEs, one of the pillars of Sabadell's business. However, these are behavioral requirements, not structural ones, as Sabadell and the majority of the organizations opposing the transaction had intended, and which would entail, for example, the need to sell off parts of the business. Those who criticize the CNMC's actions, including Sabadell, consider this potential merger to be different from the one that resulted in the absorption of Bankia by CaixaBank, as it affects SMEs more.

In any case, now that the path has been paved in terms of competition and with a resolution without dissenting votes, as desired by the president of the CNMC, Cani Fernández, the Spanish government is seeking to bolster its legitimacy in the face of the possibility of putting obstacles in the way and putting conditions on the BBVA to back down. Resorting to public consultation so that potential stakeholders, such as companies, workers, and consumers, can have their say is unprecedented.

Sánchez's idea can be considered innovative and a way to give a voice to those affected. It is a way to mitigate the impact of a resolution on free competition that, as BBVA points out, closes the section affecting competition. And it has been met with no opposition, not even that of the minister and former director of the Mossos d'Esquadra (Catalan police), Pere Soler, who pushed for the imposition of more requirements affecting SMEs. However, he ultimately joined the unanimity desired by the president of the CNMC, which led to a legal challenge from Junts, the party that nominated him, the following day.

The door opened by the Spanish president is based on the fact that, aside from competition issues, which have been endorsed by the CNMC's resolution, there are others of general interest, such as the concentration of business of both entities in territories such as Catalonia and the Valencian Community, which Sánchez himself recalled in his speech. What's harder to know today is how the central executive will be able to blow up the operation, bypassing the shareholders of both banks.