CNMV requires BBVA to include in the brochure information about the synergies of the acquisition of Sabadell without a merger.

The National Securities Market Commission (CNMV) called on BBVA to include a public acquisition offer in its prospectus. Banco Sabadell: synergies resulting from a takeover bid but without a merger. This was stated by the president of the organization, Rodrigo Buenaventura, during the XLI seminar of APIE and the Menendez Pelayo University in Santander (Cantabria). “We find it convenient to provide information on the synergies obtained from the non-merger acquisition offer. It would be helpful if you knew investors,” he said.

The government’s outright refusal of this operation, citing reasons for concentration, prompted the bank of Basque origin to think about it. situation between possible scenarios. Minister of Economy, Trade and Business Carlos Bodi has repeatedly said that he has the “final word” on this proposal, as provided for in the Competition Law, which gives powers The manager must stop the merger, but not prevent the takeover.

In this sense, BBVA President Carlos Torres warned a few days ago that they would have to “optimize” technology savings and the total costs in the event of this hypothetical situation, the synergies of which would be reduced. In the initial document, the group calculates synergies of 850 million with restructuring costs of 1,450 million. These figures were questioned by the Catalan bank, which assured that undervalued by more than 70% costs associated with integration.

In connection with the news about the “Villarejo case”, which this Thursday the judge presented proposed to try BBVA as a legal entity, former president of the organization Francisco Gonzalez and several managers, as well as former second-level employees for espionage carried out by former commissioner José Manuel Villarejo for ten years. In this regard, Buenaventura recalled that the bank has obligations include any updates to the documentation associated with the takeover bid, how it was done and how it turned out.

Since 2015, the CNMV has recommended that listed companies disclose both the economic and reputational consequences of reporting the consequences of alleged violations and is aware that BBVA followed suit and will continue to do so.. However, he stressed that the bank, which is a market issuer, does not need to collect risks since the information is available in the market. Regarding Banco Sabadell’s complaint to the CNMV, in which it was accused of violating the law on takeovers following a comment that it had interviewed major investors interested in a takeover bid, he clarified that there would be some elements that needed to be clarified. “operations of this magnitude,” although he declined to comment.

“What we are conveying to takeover bidders is the need to play fairly and follow the referee’s instructions,” in this case CNMV, although there is disagreement in some aspects. The operation is already being reviewed by various regulators, including the European Central Bank (ECB), which must first give approval, and the National Markets and Competition Commission (CNMC). Nevertheless, BBVA may launch a takeover bid not knowing whether this body sets conditions and what they will be.

In this sense, Buenaventura specified that CNMV approves latest 24 takeover bids knowing the criteria of the Competition and there should be no gaps in the deadlines that need to be met. “I cannot assume that there will be a gap when in practice the gap is zero,” he stressed. He the President of the CNMV detailed that the law on takeovers is considering the possibility of approving the proposal, which, in addition to the competition, extends to other countries. The takeover bid must pass the filter of the UK prudential authority or regulatory approval in France and Morocco.