BBVA has presented this Friday to the National Securities Market Commission (CNMV) the request for authorization of the public acquisition offer (OPA) for Banco Sabadell that it had announced about two weeks ago, as reported.
This is the first authorization that BBVA has presented, thus beginning the calendar to launch the hostile takeover bid. The operation also requires the approval of the European Central Bank (ECB) and the National Commission of Markets and Competition (CNMC), authorizations that BBVA has not yet requested, as sources from the entity have informed Europa Press.
According to the document presented this Friday before the stock market supervisor, BBVA will notify the economic concentration resulting from the offer to the competition authorities in France and Morocco, for the offices that Sabadell has in Paris and Casablanca. However, the offer has not been subject to the condition of obtaining its authorizations.
The offer will be directed to a total of 5,440,221,447 ordinary shares of Banco Sabadell, with a nominal value of 0.125 euros each, all of them belonging to the same and unique class and series.
According to the times established by law, the CNMV now has a period of seven business days starting today to accept this request for processing. If it does not make a statement, it will be understood that it has been admitted.
The final prospectus of the OPA, although it has been attached to this request, will not be made public until the CNMV decides to approve, if at all, the operation. This is estimated to have a maximum period of about six months.
Likewise, the OPA requires authorization from the ECB for the control of Sabadell’s foreign subsidiaries: TSB, the subsidiaries in Mexico, two subsidiaries in the Bahamas and one in Cuba.
It also needs the approval of the CNMV to acquire indirect control of Sabadell Securities USA, a ‘broker dealer’ subsidiary of Sabadell in the United States; as well as the Central Bank of Morocco in relation to indirect control in the branch that Sabadell has in Casablanca.
After an analysis, BBVA has concluded that it does not need authorization from the United States Federal Reserve or the New York State Department of Financial Services or the Florida Office of Financial Regulation.
BBVA also indicates that it will present to the CNMV documentation “proving” that it has sufficient guarantees to face the offer. To this end, BBVA has decided to call a general meeting of shareholders to decide on the issuance of new shares to be able to carry out the exchange for Sabadell securities.
On May 9, BBVA decided to launch a hostile takeover bid for 100% of Banco Sabadell’s shares after the board of this entity rejected a friendly proposal.
BBVA offers Sabadell shareholders an exchange of one new title for every 4.83 of Sabadell, the same offer that it had proposed last week to the board of directors of the Catalan entity, which constituted a 30% premium on the price closing of both entities on April 29.
Banco Sabadell shareholders will have a 16% stake in the resulting entity. The equivalent price of the cash consideration is 2.12 euros per share of the entity of Catalan origin.
BBVA expects that the closing of the operation will take place in a period of between six and eight months, once it receives the necessary authorizations.
