It's clear that the owners of publicly traded banks are the shareholders, as in all other companies with a presence on the markets. Whether they own a larger or smaller portion of the capital, everyone has a stake. It's they who must decide whether BBVA's takeover bid for Banc Sabadell is worth it or not. This Monday begins the period to reflect on this. They have until October 7. The fact is that, given the stock market's performance over the past few months, it would currently be better for them to sell them directly to the market rather than join BBVA's offer.
Although the bank chaired by Carlos Torres, who already tried this operation in 2020 and it didn't go through with a smaller, cheaper Sabadell, insists that "the offer is what it is," it would be logical to improve it. It's reasonable for them not to admit it before doing so, but in any case, it should be a very substantial improvement.
An improvement that will have to be even more significant if it doesn't reach the 50.01% threshold set for the operation to be successful. Torres has assured that if the takeover bid doesn't go through, "nothing happens" and has included in the terms and conditions the possibility of settling for 30%, as he has communicated to the US stock market regulator, the SEC. Under what conditions would this leave Sabadell's management autonomy during the period indicated by the Spanish government?
BBVA assures that it is simply a matter of aligning the takeover bid with Spanish legislation and including all possible scenarios, although these don't necessarily have to occur, but it is a door it leaves open. In any case, if this situation were to arise, it would have to carry out another takeover bid once the current period ended for the remaining capital, and it would have to be in cash, as established by the regulations. And that would further complicate and make more expensive a transaction that has been dragging on for almost a year and a half.
The time has come for small shareholders to calculate whether it is worth it to sell their shares within the framework of the takeover bid. On the one hand, they must determine whether they will get a better return if they participate than if they don't. They need to seek advice. And it's clear that BBVA will insist that this is an opportunity they can't pass up to become part of a larger bank, while Sabadell's chairman, Josep Oliu, and the management of the Vallesan bank will tell them that the offer undervalues an entity that is better managed independently.
This takeover bid isn't just an economic and financial issue. The consumer's perspective—and most shareholders also have that position—and the general interest of society must also be taken into account: is it worth contributing to reducing the banking market and leaving the supply in fewer hands, allowing us to go from four large banks to just three, despite the fact that Spain is one of the major countries in the European Union (EU) with the greatest concentration of the financial sector? These are questions they must also consider, because perhaps due to potential short- or medium-term returns, they contribute to worse credit conditions. It's clear that a reduction in supply and, therefore, less competition, contribute to worsening demand conditions in the long run.
