Torres defends hostile takeover of Sabadell to BBVA shareholders

BBVA announced a hostile takeover of Banco Sabadell in order to achieve greater efficiency and profitability. BBVA President Carlos Torres is calling on shareholders to attend an extraordinary meeting on July 5 to approve the transaction.

BBVA President Carlos Torres defended to the bank’s shareholders the hostile takeover proposal that the organization had put forward to take over Banco Sabadell. In a video addressed to shareholders, Torres said that by joining the operation they would be part of a “stronger and more competitive bank.” The purpose of the extraordinary meeting called on July 5 is to approve the capital increase necessary to implement the takeover bid. In addition to the video, a letter was sent to shareholders with instructions on how to vote or delegate voting rights.

The takeover offer proposes to exchange one new BBVA share for 4.83 Banco Sabadell shares. Torres explained that this expansion will not require additional costs on the part of BBVA shareholders, and emphasized that the combination of both companies will strengthen the bank’s position and its presence in the Spanish market, while achieving greater efficiency and profitability.

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In his communications, Torres emphasized that this transaction will benefit BBVA shareholders by allowing them to be part of a more competitive bank and receive strong investment returns with limited impact on the capital adequacy ratio. EPS accretion is expected to be 3.5% after realizing integration savings, with an estimated equity impact of 30 basis points.

The banker explains that this is an extension of “As such, this will not result in any distributions to BBVA shareholders.and claims that the combination of both companies will “strengthen” the bank’s positioning and scale in the Spanish market, while achieving “better efficiency and profitability.”

“For all of you, BBVA shareholders, this means clear value creation

. On the one hand, they will become part of a stronger and more competitive bank. And on the other hand, they will achieve high ROI with limited impact on the capital adequacy ratio,” says Torres.

In addition, the attractive remuneration policy currently in place at BBVA was highlighted, which provides for the distribution of 40% to 50% of annual profits with the possibility of combining cash dividends and share buybacks. The company intends to distribute excess capital exceeding 12%.

Torres emphasized that this operation will also benefit customers, who will have access to a bank with a global presence, a differentiated value proposition and a wide range of products. In addition, employees will be able to take advantage of new opportunities for professional growth. Socially, the new organization will be better able to provide loans to families and contribute in the form of taxes.

Telephone calls to inform shareholders

In addition to video and written communications, BBVA makes telephone calls through its network of managers to inform minority shareholders that a meeting has been called. An extraordinary general meeting of shareholders will take place on July 5 at the Euskalduna Palace in Bilbao, at which the capital increase necessary to operate Banco Sabadell will be proposed.

The maximum nominal amount of the capital increase will be €551.9 million and will be carried out by issuing up to 1.126 million shares with a nominal value of €0.49 each. The final amount will depend on the consent of Sabadell shareholders.