CNMC does not guarantee that its decision on the takeover bid will be known before Sabadell and BBVA shareholders make a decision.

Santander/The possibility that BBVA shareholders, and above all Banco Sabadell, will have to decide whether to support a hostile takeover without knowing whether the transaction will cause competition problems is obvious. Cani Fernandez, president of the National Markets and Competition Commission, did not guarantee that a decision would be made in the case brought at the request of BBVA to authorize the acquisition of 100% of Sabadell’s capital through a share exchange. occurs before the completion of the corporate procedure, after obtaining the approval of the National Securities Commission (CNMV) and the execution of the takeover offer.

This was stated by the president of the competition regulator during her participation in the summer course organized by the Association of Economic Information Journalists (APIE) at the International University of Menendez Pelayo (UIMP), which takes place this week at the Magdalena Palace. de Santander precisely under the sponsorship of the bank, chaired by Carlos Torres Vila.

Fernandez detailed the procedure for the request made by BBVA and did not specify a time frame for when the first stage might be resolved or whether a second stage and automatically a third stage in which the government would intervene would need to be undertaken. , which completely contradicts the banking concentration operation, formulated in a hostile manner.

Answering questions from journalists, the head of the Competition said that the process of the friendly merger of CaixaBank and Bankia lasted eight months and in which the second and third stages were not necessary, since the obligations assumed by the resulting organization. Moreover, he said he could not clarify whether the process at CNMC would be completed before CNMV gives way to the takeover bid and the banks submit a hostile purchase to their respective shareholder meetings. In doing so, shareholders may vote blindly without knowing whether Compentecia is prohibiting or conditioning the transaction.

“Shareholders will have to evaluate everything, there is no bias of one permit over another. These are the dates that are planned. I imagine there may be a situation of uncertainty,” Fernandez admitted.

Fernandez previously clarified that CNMC is preparing a first analysis of the takeover bid and that the speed of its processing will also depend on the flow of information they receive when they need it. And not only BBVA. “This could be the complainant, other affected parties – meaning Sabadell – and even third parties,” Fernandez said.

The CNMC president noted that from what she knows, which is not much yet, she did not see “nothing very different” from the two banking concentrations authorized under her mandate, the takeovers of Bankia CaixaBank and Liberbank Unicaja. in two processes that were friendly mergers, but this does not mean that the hostile takeover proposal presented will be approved only in the first stage.

“The law provides that if greater complexity arises and (the buyer’s) obligations are not considered sufficient and conditions need to be added, a second stage will be opened and then a third will follow to see whether it covers issues of a general nature. interest,” said Fernandez, who confirmed that in this third stage, in which the Council of Ministers intervenes, the government can introduce “additional conditions”, although taking into account what the Competition Law provides.

In short, the operation will become a fact, as BBVA foresees, if it is approved in the first stage due to the obligations assumed. But if further stages are opened, the conditions may make a takeover impossible, with the added difficulty that shareholders may have to decide whether the process will involve one or three stages before the Competition.

Despite the government’s outright rejection of the takeover bid, Fernandez assured that there was no political pressure and said that since BBVA requested a review of the operation on May 31, the same methodology has been used that allowed the two mergers approved in recent years . This methodology, started with Bankia and Caixabank and continued with Liberbank and Unicaja, involves analyzing the effects of banking concentration not only at the national territorial level, but also at the regional and local levels, so its impact will be analyzed in each postal code. where financial institutions operate.

Fernandez said that “the fact that there are fewer banks does not mean there is less competition.” “There are times when bigger actors can compete better,” he added.