Since September 8 and until October 7, Banco Sabadell shareholders can accept BBVA’s Public Acquisition Offer (OPA), which includes receiving a new group share and 70 cents in cash for every 5.5483 shares of the Catalan bank.
Currently, based on last Friday’s stock market closure data, Banco Sabadell shareholders see a 7.64% decline in their investment. This means that for every 10,000 euros invested in the group’s shares, they would receive 9,235.78 euros in BBVA shares and cash.
In other words, with the exchange proposal, they would lose 764.22 euros of their investment’s value, explaining why, to date, none of Sabadell’s minority shareholders, who are bank clients, have accepted the offer.
“Like the beer, 0.0,” joked Sabadell’s CEO, César González-Bueno, last Friday.
Given the 30-day period ending on October 7, BBVA has until next Tuesday, September 23, to improve its offer, according to analysts, although the bank’s leadership has repeatedly insisted it will not do so.
On September 12, Sabadell’s Board of Directors unanimously rejected BBVA’s hostile takeover bid and recommended shareholders not to sell their shares, emphasizing that they would do so for insufficient value.
The bank attached reports and financial studies to the communication sent to the Spanish market regulator, the CNMV, which were commissioned from investment banks Goldman Sachs and Evercore Partners. These concluded that BBVA’s offer price for Sabadell’s shares “is inadequate” and not advantageous for shareholders.
The OPA result is expected to be announced between October 14 and 20.
The OPA, authorized by the CNMV, the Spanish regulator, on September 5, targets 100% of Sabadell’s share capital, comprising 5,023,677,732 shares.
According to BBVA, the offer’s value increased from 12.2 billion euros at the end of 2024 (shortly before the OPA was announced) to 17.4 billion on September 4. BBVA launched the OPA on Sabadell over a year ago.
In late April, the OPA was authorized by the Spanish market regulator.
On June 24, in an unprecedented decision, the Spanish Government brought the OPA to the Council of Ministers, stipulating that it would only authorize it if the two banks maintained separate legal entities, assets, and managements for three years.
The Government may extend this requirement by two more years after three years.
The executive justified the decision with the need to protect “general interest” principles as defined by Spanish legislation, which it stated have the backing of European Union court jurisprudence.
According to the Government, these “general interest” criteria relate to ensuring SME financing, protecting the staff frameworks of the two banks, territorial cohesion, “social policy” objectives (such as access to housing or the activities of the two banks’ foundations), and promoting investment in research and technology.
Brussels initiated an infringement procedure against Spain due to the legislation allowing the Government to condition the merger of the two banks.
On August 11, BBVA decided to proceed with the OPA despite the Government’s conditions. The Catalan Sabadell opposes the OPA, and both the Spanish and Catalan regional governments have expressed reservations.
If it proceeds, the merger of the two banks will create an entity with nearly one trillion euros in assets, 135,462 employees worldwide (of which 19,213 are from Sabadell), and over 7,000 branches.
It would become one of the leading European banks, surpassing CaixaBank (owner of Portugal’s BPI) in assets, positioning as Spain’s second-largest bank by assets.
