BBVA Takeover Bid Faces Uncertainty as Acceptance Rate Debated
The BBVA takeover bid for Banco Sabadell is approaching a critical juncture, with predictions on acceptance rates varying widely. While BBVA Chairman Carlos Torres expressed confidence in exceeding 50% acceptance, perhaps reaching 60%, Banco Sabadell CEO César González-Bueno believes reaching the minimum 30% threshold will be “very challenging,” and even if achieved, would be a narrow victory potentially jeopardizing BBVA itself.
The National Securities Market Commission (CNMV) has issued clarifications regarding the timeline for communicating results of the offer, responding to conflicting details. The CNMV will announce decisions stemming from the bid on the 17th, following the publication of results.
A key consideration is the potential for a mandatory second takeover bid.If BBVA secures between 30% and 50% acceptance, it can waive the minimum acceptance requirement but would then be obligated to launch a subsequent bid for the remaining Sabadell shares, either in cash or with a cash option, at a price deemed equitable by the CNMV.The CNMV would establish the criteria for determining this equitable price, setting a floor below which BBVAS offer price could not fall.
BBVA anticipates significant participation from active investment funds, holding approximately 30% of Sabadell’s capital, and half of the passive funds, representing another 10%. Adding to this is the nearly 4% stake held by David Martínez Guzmán, a Banco Sabadell proprietary director.
Currently, Martínez is the only major shareholder publicly supporting the bid. Zurich, another significant investor, has announced it will not participate in the exchange.
Economist Carmelo Tajadura,a former BBVA employee,has highlighted potential flaws in the bid’s structure and associated risks. While he predicts acceptance between 30% and 40%,he also suggests the possibility of a second bid or a prolonged battle of attrition between the two banks,ultimately detrimental to both.