Today is the deadline for the Banco Sabadell shareholders decide whether to go to the Takeover bid launched by BBVA. After more than one month of acceptance and seventeen months of corporate arm wrestling, the day is presented as the decisive chapter of an operation that has marked the Spanish financial agenda.
Anyone wishing to participate in the exchange must notify the entity where their shares are deposited. BBVA reminds that the processing is free and has reinforced its operations: it keeps the telephone number +34 800 080 032 enabled until 23 pm and opens exceptionally 68 offices —24 in Catalonia— until 21 pm.
How to access the offer today
The current proposal consists of a exchange entirely into shares: 1 new BBVA share for every 4,8376 Sabadell shares. To formalize acceptance, the shareholder must request the exchange wherever they have deposited their sharesThe bidding bank has conducted the process over the phone and in branches, with no fees charged by BBVA for this process.
The acceptance period began on September 8 and, barring an extension, ends today. Despite last-minute pressure, shareholders retain the option to change your mind until the closing date, in accordance with the rules for this type of operation.
Over the past few weeks, both entities have raised their voices. BBVA has denounced obstacles in offices from Sabadell to shareholders who wish to exchange, while Sabadell reproaches its rival lack of sufficient information to retailers about the transaction. Complaints have been filed with the CNMV.
When will the result be known and what doors are open?
La CNMV will communicate the result next day 17. If BBVA exceeds the 50% of the capital, the offer will have prospered, although due to the conditions imposed by the Government the two entities will have to operate as independent companies during three years (extendable to five). The CNMC, for its part, has already approved the operation unanimously.
If the acceptance was between 30% and 49,99%, BBVA could waive the 50% minimum and continue, which would require - according to the regulations - to launch a second cash takeover bidThe regulator has warned that any comment on the price of this hypothetical offer is mere speculation until the CNMV sets the “fair price” criteria.
Below the 30%, the offer would likely be void. Investors and analysts consulted in the City point to a base scenario with acceptance between 30% and 50%, without reaching the control threshold.
What the banks and the regulator say
The supervisor has drawn a red line: he has reiterated that the statements about the price of a second takeover bid should be taken as speculation until the valuation criteria are published. In addition, the CNMV has warned that it will exercise its sanctioning powers if necessary to protect investors.
Beyond the dialectical battle, the process has the relevant authorizations from the stock market, and the CNMC gave its approval to the operation. The real uncertainty lies in the percentage of participation and BBVA's decision if it remains between 30% and 50%.
Tax effects to take into account
From a tax point of view, for those who participate in the exchange and the operation does not exceed 50%, the exchange is considered a transfer and, therefore, the capital gains If there are any. The tax deferral would only apply if the takeover bid is successful. successful above 50%.
This tax nuance weighs on the retailer's decision. Several market participants emphasize that, with the uncertainty surrounding the final percentage, many will wait for the closing or to a possible second tranche to optimize your financial and tax decision.
Market, exchange price and dividends
With the exchange set at 1 by 4,8376, the premium compared to recent quotes has moved around 2%-3%, following the market adjustment of recent weeks. Since the acceptance period began, BBVA stock has accumulated nearly + 3,3 %, while Sabadell has extended its appreciation over the last year and a half.
La battle of the dividends also counts. BBVA will distribute 0,32 euros per share On November 7th, Sabadell shareholders who participate will receive a remuneration, and Sabadell has strengthened its payment plan: 0,07 Euros On December 29, a extraordinary 0,50 euros at the beginning of next year linked to the sale of TSB and a complementary one to be defined, with high returns throughout the entire committed period.
The debate among analysts is intense: some see the exchange as sufficiently engaging and; others consider that, to be so, a broader improvement would have been necessary. In any case, shareholder remuneration has become a key to seduce the undecided.
Who can tip the balance
The weight of retail shareholding —just over 40%— is decisive, although various reports point to a reduced participation in the middle of the term. Among the institutional ones, BlackRock exceeds 7% in both banks; Zurich (almost 5%) have shown disagreement with their insurance alliance; and firms such as Dimensional or large investment banks, with relevant aggregate positions, could play a role arbitration in the last moment.
The announcement of David Martinez going with its 3,86% adds pressure to the final stretch, although the impact drags on the retail is being discussed among experts. In London, several voices estimate that BBVA will move between the 35% and 45%, without ruling out last-minute surprises.
In parallel, it has been pointed out that, if it remains between 30% and 50%, BBVA could require new financing If it opts for a second cash takeover bid, the market will assess this in light of the criteria set by the CNMV and the capital strategy of the bidding bank.
There are only a few hours left and the pieces are on the board: reinforced processing channels, result on the 17th, clear threshold scenarios (50%, 30%-50%, or below 30%), tax factors to consider, and a battle over dividends and key investors that could decide by small margins. The meeting, for those who want to attend, is today; and the formal verdict, in seven days.
