Sabadell asks BBVA to find out which shareholders are in favor of a takeover | Companies

Sabadell is seeking to differentiate BBVA from a hostile takeover. The Catalan bank sent a letter to the National Securities Market Commission (CNMV) on Thursday condemning the fact that the bank, chaired by Carlos Torres, violated the takeover rule. He asks to know which of his equity funds BBVA spoke to and they allegedly told him they supported the takeover bid he presented yesterday.

Key to the conflict is a statement Torres made at a conference call with analysts that the bank organized hours after the takeover bid was filed. In them, the president of BBVA stated that the company had already initiated contacts with some Sabadell shareholders and that they supported the proposal.

Sabadell notes that this may be contrary to takeover law. Typically, when a company or investor makes a takeover bid, they check the willingness of the acquiring company’s shareholders to participate in the bid. According to the Catalan bank, it is another thing to say that these shareholders are ready to take part in the offer. Please note that this is material information that must be included in the official announcement and could move the market. The CNMV is currently analyzing this issue.

In this sense, Sabadell’s intention is not so much to paralyze the takeover bid, but to demand transparency from BBVA. He wants the Basque bank to explain to the market which funds it has dealt with and which of them are ready to take over. In particular, it states that BBVA violated Article 32.1 of Royal Decree 1066/2007 of 27 July on the regime for public offers for the acquisition of securities.” Something he believes “represents incomplete data that could impact the market.”

BBVA’s takeover bid therefore leaves the ball in the shareholders’ court after Sabadell’s board of directors announced the same offer. Many of them are also present in BBVA’s capital, including large investment funds such as BlackRock or Vanguard. It is they who will ultimately have to decide whether the organization is worth more, alone, as the Catalan group’s board defends, or with the help of BBVA.

Sabadell does not have a controlling shareholder after the gradual departure of the Catalan capitals that played this role, and most of its shares, 53%, are in the hands of large investment funds, with the remaining 47% being investors. BBVA, for its part, conditions the success of the takeover deal by receiving 50.01% of the capital.

Hostilities between the BBVA and Sabadell have escalated at times in recent days. The organization, led by Carlos Torres, first approached in a friendly manner, sending a letter to the Sabadell board of directors proposing a full merger with this share exchange in addition to three positions on the board of directors of the resulting bank. The company, chaired by Josep Oliu, took about a week to respond and did so decisively, considering the proposal insufficient after a long meeting of the board of directors.

Tensions peaked on Wednesday. El Sabadell published Email which its president received from Torres on Sunday evening, hours before a board meeting at which the bank was to evaluate the proposal. In it, Torres warned Oliu that BBVA did not have the ability to improve the proposal already submitted. That ended analysts’ speculation that supply could improve. After the document was sent to the CNMV, hostilities increased by another point.

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