Banco Sabadell has taken a firm stand regarding the ongoing bid by BBVA, following statements made by CEO César González-Bueno . In a recent communiqué, the bank voiced concerns over the actions of institutional investors who might publicly declare intentions to participate in BBVA’s public offer (OPA) , only to use such declarations to exert pressure on minority shareholders.
On Tuesday, Banco Sabadell filed a formal request with the Comisión Nacional del Mercado de Valores (CNMV) , urging the regulatory body to adopt a “public criterion” that shareholders must comply with if they wish to express their intentions regarding BBVA’s OPA. This measure is aimed at “preventing potential market manipulations.” In the document, the bank, led by Josep Oliu , is keen on ensuring that any public declarations regarding participation are backed by written commitments concerning the actual percentage of shares that these investors intend to exchange. This initiative stems from a desire to guarantee compliance with announced intentions.
González-Bueno indicated that failed commitments from these investors could be perceived as a manipulation of the market. Specifically, he stated that such actions could emit false or misleading signals about the supply and demand for Banco Sabadell’s shares. This position underscores the bank’s dedication to preserving market integrity while ensuring that shareholders have a transparent view of investor intentions.
Banco Sabadell is also calling on the CNMV to “immediately rectify” the actions of any shareholder who has publicly stated plans to participate in the OPA. The aim is to compel these shareholders to disclose relevant information that can better inform investors, thereby ensuring that all parties have the necessary tools to comprehend the motivations behind any public communications.
To date, only two shareholders have disclosed their intentions to subscribe to the OPA. The most notable among them is David Martínez , a Mexican entrepreneur and founder of Fintech Europe , who holds a 3.86% stake in the bank, making him the third-largest investor. The other shareholder, Algebris Investments , possesses only 0.05% of shares. Despite its minimal shareholding, Algebris is explicitly mentioned in the bank’s announcement. Relations with Martínez have been friendly, although tensions have surfaced since he publicly stated his intention to exchange shares for those of BBVA, especially in light of Algebris’s recent statements concerning the swap.
In a press release, Banco Sabadell noted that it has asked market supervisors to ensure that any further public communications are comprehensive to confirm that investors will follow through on their claims and refrain from manipulating the market. “If any investor emerges to indicate intentions, we would prefer that commitment to be irrevocable to ensure they are not trying to sway the market while looking ahead to another OPA,” González-Bueno remarked during his participation in the XVI Encuentro Financiero Expansión-KPMG .
Despite the ongoing turmoil, Banco Sabadell believes that BBVA will struggle to garner the necessary 30% backing for its OPA. “Reaching that 30% threshold is extraordinarily challenging,” González-Bueno commented. “When you’re attempting to secure hostile bids at lower prices, the numbers simply do not add up. The current pricing is unfavorable,” he reaffirmed.
Zurich Declares Non-Participation
In a related development, German insurer Zurich, which holds nearly 5% of Banco Sabadell’s shares, declared this morning that it “will not participate” in the OPA. This announcement was anticipated due to an ongoing commercial agreement between the two entities concerning insurance distribution. In their communication to news agency EFE, Zurich stated that “the current offer does not represent an appealing proposition for Sabadell shareholders beyond the bank’s own outlook.”
The exchange ratio proposed by BBVA involves one new share for every 4.8376 shares of Sabadell. Presently, participation in the OPA offers a mere 1% premium , marking the lowest offer since Carlos Torres’s organization improved its bid on September 22 .
The developments and intricacies surrounding the OPA highlight the tensions in investment strategies and the need for regulatory clarity, underscoring the competitive landscape of the financial sector in Spain.