The takeover bid (OPA) submitted to the CNMV by BBVA on May 24 targets 100% of Banco Sabadell’s share capital, consisting of 5,023,677,732 shares, according to a statement released by the commission today.
BBVA offers 0.70 euros for each Banco Sabadell share, as well as one newly issued BBVA share.
At the end of April, the OPA was also authorized by Spain’s National Commission on Markets and Competition (CNMC).
On June 24, in a groundbreaking decision, the Spanish Government brought the OPA before the Council of Ministers, stipulating its approval only if the two banks maintained separate legal entities, assets, and management for three years.
The government could extend this requirement for another two years at the end of the initial three-year period.
The executive justified this decision as necessary to protect the “general interest” principles, as outlined in Spanish law and backed by European Union court rulings.
These “general interest” criteria are associated with guaranteeing financing for small and medium-sized enterprises, protecting the workforce of the two banks, territorial cohesion, social policy objectives (such as housing access or the banks’ foundation activities), and promoting investment in research and technology.
The European Commission (EC) has opened an infringement procedure against Spain due to the legislation that permitted the government to condition the banks’ merger.
Brussels calls on Spain to comply with EU banking regulations and respect the fundamental freedoms of the single market, as stated in a July 17 Commission communiqué announcing an infringement procedure against the country for several community and treaty rule violations.
On August 11, BBVA decided to proceed with the OPA despite the government’s conditions, anticipating shareholder response in September.
Catalan Sabadell opposes the OPA, and both the Spanish Government and the Catalonia regional government have expressed reservations about the Spanish banks’ merger.
Besides political parties and governments, roughly 70 business associations and unions criticized the OPA.
BBVA launched the OPA more than a year ago.
Should the OPA succeed, the merger would create an entity with nearly a trillion euros in assets, 135,462 employees worldwide (including 19,213 from Sabadell), and a network of over 7,000 branches.
It would become one of Europe’s leading banks and surpass CaixaBank (owner of Portugal’s BPI) in assets, positioning itself as Spain’s second-largest bank by assets.
