Banco Sabadell Minor Shareholders and Board Poised to Reject BBVA's Improved Takeover Bid

Banco Sabadell's Minor Shareholders Reject BBVA's Improved Takeover Bid

Minor shareholders of Banco Sabadell are resisting the improved takeover offer (OPA) from BBVA, deeming it insufficiently attractive. Key stakeholders, including the Asociación Núcleo Estable de Accionistas Minoritarios de Banco Sabadell (NEM), are advising against accepting the exchange.

Minor Shareholders' Concerns

Víctor Baeta, president of NEM, stated, "We advise against selling because the new offer has eliminated the cash component, and although the exchange ratio has increased, it is not enough. It is not attractive." NEM represents small shareholders of the former Caja de Ahorros del Mediterráneo (CAM).

NEM believes Banco Sabadell has good prospects for future growth and is wary of the potential impact on decision-making centers. “Sabadell has respected the structure of the former CAM,” Baeta explained. “If we move to BBVA, the structure moves further away. It would be a less territorialized bank in our regions.” Baeta has also called on Carlos Torres, president of BBVA, to clarify the fate of the former CAM’s equity instruments.

Banco Sabadell's Position

Banco Sabadell's board is expected to recommend shareholders reject the BBVA offer. CEO César González-Bueno has described the improved offer as "even worse." The board has until the following Tuesday to formally respond to the improved OPA.

The position of board member David Martínez Guzmán remains uncertain. While he previously considered the initial offer's price insufficient, he saw strategic merit in a merger. His final vote is crucial given that he controls nearly 4% of the bank's capital.

BBVA's Response and Actions

BBVA has temporarily adjusted commercial targets for its employees to focus on assisting shareholders who accept the takeover bid. This includes providing support through BBVA branches and telephone assistance. BBVA aims to ensure transparency without applying undue pressure on clients during this process.

Potential Second OPA

There remains the possibility of a second cash offer if acceptance of the current OPA falls between 30% and 50%. The Comisión Nacional del Mercado de Valores (CNMV) would need to validate the price of such an offer, which could potentially exceed the current one. The current OPA acceptance period ends on October 10th.

AAMBS Rejects OPA

Jordi Casas, president of the Asociación de Accionistas Minoritarios de Banco Sabadell (AAMBS) maintains the organization's rejection of the OPA: "Anything less than a 30% increase in price is a joke", he commented.

The AAMBS has claimed that the CNMV should "stop the ceremony of confusion" and has criticised that "There has been a constant and very clear lack of respect and they have tried to give us a pig in a poke".