Competition says it did not veto anyone in the takeover bid process

MadridBBVA's hostile takeover bid for Banc Sabadell has put the National Commission on Markets and Competition (CNMC) in the spotlight, something that hasn't gone unnoticed by the body's president, Cani Fernández, who has maintained a low profile during the agency's analysis until the final, conditional authorization. But Fernández broke her silence this Tuesday. "My public statements [on the takeover bid] have necessarily been limited, but I'm here today to provide you with more information," said Fernández at the start of her participation in the Economic Commission of the Congress of Deputies. From there, Fernández's appearance became an ode to the agency's work during the analysis of the takeover bid, focusing on those elements that have generated the most controversy: the fact that unions, some employers' associations, and business organizations were excluded from the "interested party" category, and the methodology used.

"I want to highlight the participatory nature [of the analysis of the takeover bid for Sabadell]," said Fernández, who argued that "everyone who wanted to was able to participate in the [takeover bid analysis] procedure." The CNMC excluded various social and business organizations, including Foment del Treball and UGT, from the "interested party" category. something that prevented them from being able to take part in the analysisIn fact, the Catalan employers' association has even appealed the decision to the National Court. Fernández, however, asserted that even if an entity has not been admitted as an interested party, "this does not mean that it has not been heard."

The underlying reason why the Competition Authority did not grant them this status was, according to Fernández, the access it entails to "very sensitive" information about the transaction and the entities involved, which the Competition Authority gathers during its review. "We must constantly balance our desire to obtain information from as many people as possible with the risk that this may breach confidentiality commitments," argued the president of the CNMC, who quantified the complete analysis at 11,000 pages. Fernández reiterated, however, that "all contributions have been taken into account."

Regarding the methodology, Fernández defended the approach chosen by the Competition Authority: "It is based on proven precedents." The fact that a methodology similar to that used in the merger between CaixaBank and Bankia is what she criticized Sabadell for, arguing that these are transactions that affect different markets. "We have observed that there is movement in the area, for example, of SME lending with other operators in order to be able to accept commitments [from BBVA] like the ones we have accepted," Fernández commented.

"We have carried out technical, rigorous, scrupulous, and independent work," concluded Fernández, who did not hesitate to offer a few words of thanks to all the councilors of the competition chamber, who unanimously agreed to authorize the takeover bid. A decision that put the minister close to Junts, Pere Soler, in the spotlight, who has received criticism from parties such as ERC. As explained by ARA, Soler's position was to prioritize unanimity and forcing specific commitments for Catalan SMEs, to a dissenting vote that he considered would not have served to change the entity's opinion, not even in terms of opening a gap for the Spanish government to have more arguments to express its opinion.

Abanca and a 'white knight'

On the other hand, the idea that Abanca appears as possible white knight In the midst of the takeover bid at Sabadell, things are getting cold.This Tuesday, the president of the Galician bank, Juan Carlos Escotet, ruled out the possibility of a merger with the Valladolid-based bank and Unicaja. "It's a resounding no," Escotet declared during his speech at the Northwest Forum, held in Santiago de Compostela.

In recent days, the possibility of Sabadell seeking an agreement with Abanca and Unicaja to thwart BBVA's takeover bid has been floated. In line with the Galician bank's statement released this Monday, Escotet insisted that Abanca's strategy involves maintaining its current "governance and business model." Although the executive acknowledged that the bank's scale "allows" it to explore any merger opportunity, "if governance and business model don't prevail, it's not in the best interest," he said.

However, after the Spanish government opened a public consultation on the takeover bid before deciding whether or not to submit the Competition Authority's ruling to the Council of Ministers, BBVA has once again sent the message that the ones who should have "the final say in the operation" should be the shareholders of Banc Sabadell. In an opinion piece published in Expansion, the president of the entity, Carlos Torres, He has argued that it is they who must decide whether the takeover bid is successful or not.A message implicitly addressed to the Spanish government, which, given the misgivings it has shown regarding the operation, may decide to toughen the terms of the takeover bid for reasons of public interest and, consequently, reverse BBVA's plans.