The leaders of Banco Bilbao Vizcaya Argentaria (BBVA), Spain’s second-largest bank, are following up on their ideas. Forced, at the end of 2020, to abandon a merger with Banco Sabadell, number four in the sector, for lack of agreement on the conditions of the operation, they returned to the charge at the end of April 2024, by proposing to their target an amicable merger . Severely rejected, they decided to launch a hostile takeover bid (OPA) on Thursday, May 9, the first in the Spanish banking sector since 1987.
To form a group that would have more than 95 million customers worldwide, BBVA is offering Sabadell shareholders the opportunity to exchange each of their securities for 4.83 of its own shares. A ratio that values Sabadell a little less than 11 billion euros, compared to 58 billion euros for BBVA, whose shares fell 6% on Thursday on the Madrid Stock Exchange.
The terms of the takeover bid are similar to those of the initial offer presented in April by BBVA – Sabadell then judged that this offer “significantly” undervalued its growth potential. Meanwhile, the bank of Catalan origin (it moved its headquarters to Alicante, in the southeast of the country, in 2017 shortly after Catalonia’s abortive declaration of independence) had gone on the counter-offensive by making public the letter addressed on May 5 to its president by that of BBVA. The latter, Carlos Torres Vila, explained in particular that his group had “no room for maneuver” to improve its marriage offer.
“An operation contrary to the interests of our country.”
To resist the attacks of her insistent suitor, Sabadell knows that she can count on the support of political power in Madrid, a few days before the regional elections in Catalonia on May 12.
The Minister of the Economy, Carlos Cuerpo, interviewed by the public television channel La 1, criticized the takeover bid. “both in form and substance” by mentioning “potentially harmful effects” on the Spanish financial system and on employment. He warned that the government would ” the last word “ on the file. Before him, the Minister of Labor, Yolanda Diaz, from the left-wing Sumar movement, had criticized “an operation contrary to the interests of our country”.
Lacking political support, BBVA chose to rely on economic and financial arguments to try to convince Sabadell’s shareholder base, which is very fragmented since the largest shareholder, the American asset manager BlackRock, only owns a little more than 3 % of capital.
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