This fact complicates the path to success of the offer, whose starting bar requires support from the 50% of voting rights. Although most of the titles have yet to be computed in other depository entities, the poor support from the core of clients-shareholders introduces a point of uncertainty in view of the official closing.
What Sabadell has communicated to the CNMV
Sabadell reported that the 30,8% of the capital corresponds to shares deposited in the entity itself. Within that block, only the 2,8% of the headlines accepted the takeover bid, which is equivalent to the aforementioned 1,1% of the share capital. In other words, the 97,2% of those shareholders chose not to attend.
The letter, signed by the secretary general Gonzalo Barettino, is being disseminated—the bank emphasizes—to promote transparency and avoid market conjecture. The leadership headed by Josep Oliu y Cesar Gonzalez-Bueno This is ahead of the official results that the CNMV will announce.
With this distribution, the takeover bid would have been rejected by 29,7% of the capital in the hands of client shareholders (30,8% less than the 1,1% who did attend). This figure is added to the refusal of Zurich, which with almost 5% of the capital has already announced that it would not support the exchange.
The counting of the bulk of the shares deposited outside the bank is still pending - around 70% of the shares—, where institutional investors weigh heavily. Among them, the Mexican David Martinez (3,85%) has confirmed that it will attend, becoming one of the relevant supporters of BBVA's proposal.
Success thresholds and possible scenarios
The offer sets as a condition of success to achieve a 50% minimum of acceptance. However, BBVA reserved the option to lower the threshold If support is between 30% and 50%, provided that it reaches at least 30% of the voting rights.
If that route is activated, the Basque bank would have to launch a second takeover bid for the remaining 100% in cash within the legal term, and at an equitable price to be determined by the CNMVThis point—that of the “fair price”—has opened a technical debate between the parties.
There is also the option that the operation will derail: if BBVA does not overcome the 30% acceptance At this stage, the takeover bid would fall through. Or it could even surpass that threshold and still fail if the entity decides not to give up on the initial 50% target.
At the other extreme, BBVA slipped during the process that it expected to overcome the 50% “widely”, placing their calculations in the 60%-70% range. The data on Sabadell's client-shareholders doesn't make it impossible, but it does make it more complicated.
How capital is distributed and who supports it
Beyond the client-shareholder block and Zurich, the rest of the capital It is distributed, as a guide, as follows: a 10% off retailers with degrees in other entities, a 20% in passive funds and about a 35% in active funds.
- Passive funds (20%): They replicate indices and usually resort in proportion to the degree of expected success.
- Active funds (≈35%): BBVA suggested that “everyone or practically everyone” would accept.
- Third-party retailers (≈10%): Your decision can tip the balance in tight scenarios.
In this map, the Mexican financier David Martinez —bank director and largest individual shareholder— has announced that he will participate with his 3,85% stake (3,86% according to other sources), which provides significant support from the supply side.
The accounts made by BBVA and Sabadell
On BBVA's side, the bank estimated that the active funds would come in a practically generalized way and that the liabilities would do so with “50% or more” of their stake. With these hypotheses, support could be around 45% or slightly higher, to which would be added some of the non-customer retailers and the 1,1% already confirmed among client-shareholders.
Sabadell, for its part, estimated more cautious figures: minorities in 2%-3% of the capital; liabilities contributing about 6% of its 20%; and assets around 15% of its 30% (excluding Martinez). With that scheme, total acceptance would be around 25%., without ruling out a slight excess of 30%.
While the supervisor sets the criteria for the “fair price"of a possible second cash takeover bid, the statements from both entities have been setting the market pace. Sabadell's decision to release its client-shareholder data seeks avoid speculation and, at the same time, influence expectations about the outcome.
With the majority of shareholders veering toward "no," the 50% threshold is moving further away, and an intermediate scenario is gaining ground: between 30% and 50%, in which BBVA must decide whether to lower the threshold and assume the costs and conditions of a second cash offer under the supervision of the CNMV.
