BBVA’s takeover bid for Banco Sabadell passes test in Brussels without opposition | Companies

The European Commission will not object to the takeover bid submitted by BBVA for Banco Sabadell, according to financial sources close to the process and a file published by the institution. Brussels gave the green light to the deal, which was to be reviewed under new Community merger rules designed to prevent third-country states from taking control of European companies through companies, funds or various instruments.

The source of the file is the FSR, a July 2023 regulation that focuses on subsidies provided by non-EU countries to companies operating in the European single market. The rule requires prior notification to the European Commission of concentration transactions with EU-registered companies, as well as public tenders of a certain size.

Thus, Brussels’ intervention is just a procedure. BBVA requested this approval on October 21, and the Commission’s deadline for issuing a decision expires on Tuesday, after the required 25 business days. Thus, Brussels confirms that the organization headed by Carlos Torres can acquire the organization headed by Josep Oliu.

The approval complements that of the European Central Bank, which gave the green light to the deal in September last year. The PRA, the UK’s prudential regulator, also approved the deal. Likewise, antitrust authorities in the United States, France, Portugal and Morocco have already ruled in favor of the deal. And behind closed doors, the company won approval from its own shareholders meeting, which greenlit the operation in July with more than 90% capital support.

However, the Basque bank still has two most important “yes” left, mainly the decision of the National Markets and Competition Commission (CNMC). The organization decided several weeks ago to subject the operation to its most rigorous analysis, known as phase two. That means postponing the trials until the spring, opening the process to the third parties involved to lay charges and presenting the terms imposed by that body to the government, which can extend or reduce them.

The parties expect a lengthy second stage of the process. A large number of associations are also expected to participate in this matter. At the moment, this has already been done by the two main trade unions, UGT and CC OO, as well as the association of minority shareholders Sabadell, led by former directors of the company, or the Catalan employers’ association Foment del Treball and others. How published Worldsome of these performances are sponsored by Sabadell directors.

“If this information is true, we believe that such conduct encourages third parties to enter the pipeline to complicate and prolong the regulatory approval process and prevent the success of the shareholder proposal, thereby breaching the duty of passivity and misrepresenting a legitimate interest. parties that will appear,” BBVA sources note.

Although on paper the National Securities Market Commission (CNMV) can issue authorization at any time, it is not expected to rule before the CNMC. Once this is done, the offer booklet will be published, which will open the offer period (15 to 70 days), during which Sabadell shareholders will have to decide whether or not to participate in the transaction.