Spanish Regulator Scrutinizes BBVA‘s Sabadell Takeover Bid for Market Manipulation
Madrid – Spain’s National Securities Market Commission (CNMV) is intensifying its oversight of BBVA’s public takeover offer (OPA) for Sabadell, focusing on potential speculative movements and ensuring shareholders aren’t unduly influenced in their decision-making, according to reports. The regulator is particularly vigilant during the period when the offer can be improved, anticipating a potential drop in Sabadell’s share price once that window closes.
The CNMV is working to guarantee Sabadell shareholders – especially those who are also BBVA customers – have complete freedom to decide whether to accept the offer without pressure from bank staff or commercial networks. BBVA has responded by establishing a dedicated telephone line and offering advice in its offices to Sabadell shareholders, regardless of their banking relationship.
Legal sources cited in reporting emphasize the need for “extreme surveillance” during the acceptance period, given BBVA’s role as the offeror and Sabadell’s position as the primary bank for many minority shareholders. The CNMV is monitoring advertising,interviews,and all communications related to the OPA to ensure compliance with regulations,specifically requiring all materials to reference the offer brochure.
A key concern is the possibility of BBVA ending up with between 30% and 50% of Sabadell’s capital. Should this occur, BBVA would be legally obligated to launch a second offer within one month, this time including a cash component at a price deemed “equitable” by the CNMV, based on Sabadell’s share price leading up to the initial offer’s liquidation.
The regulator is specifically watching for any artificial inflation of Sabadell or BBVA’s share prices to manipulate the price of a potential second OPA. While BBVA Chairman Carlos Torres has stated he does not intend to waive the minimum acceptance condition that would trigger a second offer, the CNMV is prepared to open investigations and impose sanctions if evidence of market manipulation emerges.
