The CNMV considers it appropriate for BBVA to communicate the consequences of the takeover bid if the government vetoes the merger with Sabadell.

Santander/There is a possibility that BBVA will buy Sabadell through a hostile takeover bid, but will not be able to complete the merger because competition prevents it or the government vetoes it. For this reason, the President of the National Securities Market Commission (CNMV), Rodrigo Buenaventura, said this Friday in Santander, on the last day of the summer course organized by the Association of Economic Information Journalists (APIE) at the International University of Menendez Pelayo. , that it would be “very convenient” for the bank led by Carlos Torres Vila to include in the brochure the takeover proposal for Sabadell, what the consequences would be for the operation if it goes ahead, but not the integration of the two banks.

The president of BBVA believed that the takeover bid for Sabadell would be made at the beginning of the same summer academic year, believing that they would not have problems with regulatory and supervisory approval if it received sufficient support from the shareholders of the led organization. Josep Oliu. He further reiterated that if both banks are integrated, there will be corresponding synergies. At the same meeting on Monday, Economy, Business and Trade Minister Carlos Bodi echoed the outright opposition stance taken by Chief Executive Pedro Sánchez, who said he had the final say on whether the merger would be approved.

The bank also acknowledged that if it acquired Sabadell without going through with the merger, it would also realize synergies, albeit at lower savings. In fact, if the integration is vetoed, BBVA has no plans to withdraw the takeover offer.

When this particular opportunity opened up, the president of CNMV, in response to questions from journalists, admitted that it would be “very convenient” to include this information in the takeover prospectus and for investors to know it, like the shareholders of Sabadell and BBVA. Buenaventura did not specify how detailed this information should be.

In addition, Rodrigo Buenaventura raised another issue raised at the seminar, namely the possibility of BBVA issuing an offer to Sabadell shareholders as soon as it receives approval from the CNMV and the European Central Bank (ECB), without waiting to know the opinion of the National Bank. The Competition Markets Commission (CNMC) and the requirements it may impose on activities.

The president of the Spanish stock market regulator recalled that the takeover law allows the CNMV to give the green light to a public acquisition proposal even if there is a first opinion from the National Markets and Competition Commission (CNMC) regarding the transaction. If at the first stage the operation is not authorized due to its complexity, there will be a second and third stage. In the latter case, the Government could impose conditions that are not currently provided for.

He also recalled that it is common practice to wait to see what the CNMC says, since the offeror is the “first interested party” to seek the opinion of the competition authorities before submitting a takeover bid.

“In recent takeover bids, investors have spoken knowing what the Competition is thinking, so I can’t imagine there will be a gap. I think that in the last twenty takeover offers this gap was zero,” recalled the CNMV president, downplaying the timing of the operation.

Buenaventura also mentioned, in response to questions from journalists, how a decision by National Court Judge Manuel García Castellón proposed that BBVA and its former president Francisco González be tried for contracts with companies linked to former Commissioner Villarejo. The President of the CNMV also believed that this type of risk should be included in the information provided to the market along with the takeover offer.

Thus, he recalled that since 2015, the CNMV has recommended listed companies to report the consequences of participation in alleged violations, and he knows that BBVA has followed suit and is convinced that it will continue to do so.

According to Buenaventura, BBVA must include this situation and possible consequences in its information to investors and already does so, although he further commented that the takeover prospectus, “since it is already an issuer on the market,” does not necessarily include all risks, since information is already available to the market.

It is “logical and predictable” that he warns about this, and “important” from the CNMV is that there is transparency and information for everyone, and if he can assess the impact, then too, although we don’t know that right now. There are still many unknowns about how the process will proceed.

Regarding Sabadell’s complaint to the CNMV, in which it accused BBVA of violating takeover law for comments that it was investigating the interest of large investors in the operation, the CNMV president declined to comment on the oversight work, but said that “in operations of this size “There will be points that require clarification.

“What we are conveying to the proponents of the takeover bid is the need to play fairly and follow the instructions of the referee,” in this case the CNMV, although there is disagreement on some aspects.