BBVA-Banco Sabadell: the fight over a takeover bid involving two parties

BarcelonaLet's take the dictionary. Hostile: "Opposite, enemy, adverse, unfavorable, rival, adversary." Truly, BBVA's takeover bid for Sabadell fits. As the end of the takeover bid period approaches, positions harden. BBVA isn't very interested in pursuing a second takeover bid, although it has the option to do so. and ensures that it has sufficient support so that the first round is a success. And Sabadell is selling the idea that there will be a second round due to the difficulty of achieving the objectives of the first. Thus, it discourages participating in a transaction by cashing in shares, with the possibility of not being exempt from taxes because the share capital will not exceed 50.01%, and without the option of participating in a second, possibly more advantageous, part of the takeover bid.

Positions are diverging and trying to influence the rest. On the one hand, the Mexican investor David Martínez (3.86% of the capital), director of the Catalan bank and a proponent of a takeover bid, despite the controversy surrounding Sabadell's chairman and CEO, Josep Oliu and César González-Bueno, over their comments regarding the decision of the person who shares a position on the board of directors with them. Sabadell wants anyone announcing their joining the project to do so irrevocably. Don't play at getting others to take the plunge. to ensure that at least a more attractive second round is reached. And on the other hand, there is the insurer Zurich (4.947%), which maintains a strategic alliance with the Catalan bank, and which is said to lead the opposition to the operation.

The key is the second takeover bid that BBVA could launch once the first one is completed if it doesn't reach the expected 50.01%, renounces it, and ends up with between 30% and 49.99%. In this case, which BBVA insists it considers remote and uncertain, it would have to pay in cash and at a price that could foreseeably improve that of the first takeover bid. For this reason, it is assumed in the financial sector that the National Securities Market Commission (CNMV) is considering announcing the price for a second takeover bid shortly after the results of the first are known on the 17th, instead of when it is settled (the moment in which the transfer of shares actually takes place, which will be the 21st). This would give the Basque bank time to decide whether or not the operation, which has been going on for almost a year and a half, will enter a second round, an even more uncertain second phase in which it will have to dig deep into its pockets.