BBVA announces the submission of a merger proposal to Banco Sabadell
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‘Hostile’ Takeover Bid
Key information on the process and the bid
Key elements
- Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) announced on 9 May 2024 the launch of a hostile takeover bid for the total shares of Banco de Sabadell, S.A. (Banco Sabadell):
- A takeover bid (OPA) is a formal process by which an investor makes an offer directly to the shareholders of a listed company to acquire their shares
- The takeover bid launched by BBVA is hostile because it was presented without prior agreement with Banco Sabadell’s board of directors
- Bid: 1 BBVA share + 0.29 euros for every 5.0196 Banco Sabadell shares. In accordance with the terms of the prior bid announcement, BBVA has envisaged the adjustment of the exchange ratio as a consequence of the payment of dividends that both Banco Sabadell and BBVA will be making
- Banco Sabadell’s Board of Directors previously rejected (on 6 May 2024) a merger proposal made by BBVA based on the same financial conditions as the takeover bid (before the adjustments to the exchange ratio for the respective dividends paid, as indicated):
- Based on a detailed analysis of the proposal, Banco Sabadell’s Board of Directors concluded that the bid was not in the interest of Banco Sabadell and its shareholders. The Board added that it believed its decision was in line with the interests of Banco Sabadell’s clients and employees.
- Banco Sabadell’s shareholder will be able to decide, if the situation arises, whether or not to accept the bid during the “acceptance period”, which could occur between the second and third quarter of 2025, once the pending regulatory and administrative authorisations are resolved (CNMC, if applicable the Government, and CNMV)
The moment to make a decision on whether or not to accept the bid has still not arrived
- The takeover bid process is still pending the resolution of the CNMC (Spanish independent competition regulator) in Phase II, if applicable of the Government in Phase III and of the CNMV (Spain’s National Securities Market Commission).
- Once the CNMV approves the takeover bid, the “acceptance period for the bid” would begin.
- It would be at that point, once the conditions imposed by the CNMC would be known and, if applicable, the ones that could stablish the Council of Ministers, when BBVA will publish the explanatory prospectus of the takeover bid.
- Banco Sabadell’s Board of Directors expects the takeover bid explanatory prospectus to include clear, transparent and complete information on all those elements that may have an impact on the value offered, as the newly issued BBVA shares constitute the main component of the bid price.
- Following this, Banco Sabadell’s Board of Directors will issue a report on its public and detailed opinion on the takeover bid that will be made available to shareholders for their knowledge when making their decision.
- The “acceptance period” is expected to be between the second and third quarter of 2025.
Banco Sabadell rejects BBVA’s merger proposal
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Authorisation from the Prudential Regulation Authority (PRA)
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ECB non-opposition to the takeover bid
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BBVA announces the adjustment of the exchange ratio of the takeover bid because of the payment of dividends by Banco Sabadell and BBVA
Announcement from the Spanish competition authority (CNMC) to extend its analysis to phase 2
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- During the second quarter of 2025 (expected) – CNMC resolution (Phase 2)
- During the second quarter of 2025 (expected) – If applicable, Government resolution (Phase 3)
- During the second or third quarter of 2025 (expected) – CNMV authorisation and publication of the takeover bid explanatory prospectus and start of the “acceptance period”
- During the third quarter of 2025 (expected) – End of “acceptance period” and publication of the result of the takeover bid
See the complete overview of relevant information communications
Highlighted appearances
Speech by César González-Bueno at the 31st Deloitte-ABC Financial Sector Meeting: “A longer takeover bid process means that there is more time to bring all the information to the table”
Participation of César González-Bueno at Matins ESADE: “when the Board analysed the proposal, it said that the price was clearly insufficient; since then, it has been reduced. So, if it was insufficient before, now it is even more. The takeover bid is a very complex transaction which I believe is not likely to happen”
Speech of César González-Bueno at the 15th Expansión – KPMG Financial Sector Meeting: “we believe that this operation does not make any sense”
29th Annual Financials CEO Conference Audio of Bank of America “Banco Sabadell will pay its shareholders around 30% of its stock market value in 18 months and is committed to providing them with attractive, recurring long-term remuneration”
Video of CEO’s speech at the El Economista Banking Forum: “The takeover bid is very unlikely to succeed. In my opinion, it does not make sense”.
CEO & CFO appearance at Goldman Sachs Conference: “Banco Sabadell is committed to shareholder remuneration, supported by excellent prospects for improving profitability”
CEO appearance at IESE Conference: “Everything began, without prior negotiations, with a letter setting out the merger proposal”
Interview with the CEO of Banco Sabadell on TV3: ‘We have already reached the limit of banking concentration in the SME segment’
Interview with César González-Bueno on CNBC: “70 Spanish entities are against BBVA-Sabadell merger”
Interview with César González-Bueno on La 1 TV programme “La Hora”: “We pay twice as many dividends to shareholders as BBVA”
Interview with César González – Bueno on CNBC: “It’s about value creation and that is what we are all for”
Interview with César González-Bueno on A3: ‘The survival of a major bank is at stake. One out of every two SMEs in Spain is a client of Banco Sabadell’
Interview with the CEO of Banco Sabadell on TV3: ‘If we continue to work hard and continue to achieve good results, the value of Banco Sabadell will be recognised’
Interview with César González-Bueno on Onda Cero radio programme "Más de uno": “We have risen 709% on the stock market since we rejected the merger with BBVA 4 years ago”
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César González-Bueno on Onda Cero: ‘Before there was any talk about this transaction, Banco Sabadell shares had already risen by 60% this year’
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César González-Bueno on COPE: ‘For now, shareholders do not need to do anything. Their time to decide will probably come next year’
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César González-Bueno on Catalunya Radio: ‘Banco Sabadell is a very important player because SMEs need multiple banks and our institution has a strong connection with them’
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César González-Bueno on Cadena SER: ‘Banco Sabadell disappearing would not be good for competition in Spain, especially in the SME sector’
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