The BBVA again adjust the exchange equation in the OPA on the Sabadell to the payment of the dividends of both entities, so that the resulting consideration is the same as the one initially offered to the Sabadell shareholders. The entity chaired by Carlos Torres has communicated to the stock regulator two modifications of the offer, which are activated as the entities pay dividend. Thus, first, he cuts the payment in shares offered to the Sabadell shareholders and, on April 8, extends to the shareholders of the Catalan firm for their own dividends.
In the first place and to adjust the dividend paid by Sabadell, the OPA exchange equation goes from 5,0196 Sabadell shares in exchange for one of BBVA plus 0.29 euros to require 5,3456 shares of the Catalan entity. Thus, it discounts the 0.1244 euros per share that Sabadell has paid this Friday, and that were discounted from the price price last Wednesday, when the titles lost the right to collect the payment. Subsequently, and to extend to Sabadell’s investors that the payment of 0.41 euros per BBVA will come to the OPA to be carried out on April 10, the bank has raised the cash consideration of 0.29 euros to 0.7. Thus, as of April 8 (date on which BBVA titles quote ex-dividendthat is, without the right to collect this dividend) the offer will be 0.70 euros plus a BBVA share in exchange for 5,3456 Sabadell Bank shares.
The adjustment of the OPA conditions of the dividends paid by both entities was already provided in the initial conditions of the offer and, although the adjustment of the dividend of the opted entity is usual, it is not so much to give it back to those of the buyer. As a consequence of this second adjustment, the cash payment will rise from 311 million euros to 751 million euros. The BBVA remembers that they will only occur if the OPA is still alive, that is, if the acceptance period has not been closed at the time of paying the corresponding dividends.
In the Friday session, both entities have fallen, 3.23% in the case of BBVA and 2.19% for Banco Sabadell. With the current prices and under the new offer, the shares of Banco Sabadell quote above the price of the OPA, 5.92% with current conditions. If the exchange equation is applied as of April 8, the premium will continue to be negative, of -2.96%. Although it could rebound if BBVA’s action discounts the dividend, so far the two values have quoted very tight to the price of the OPA, which at the end of Thursday paid a (positive) premium of 1.1%. “As in the first adjustment, the exchange equation maintains the economic conditions of the initial offer, including cash payment derived from the dividend payments that were also included in the offer,” explain the rental analysts 4. The adjustment would not have, in your opinion, “expected impact on the price. BBVA had already advanced the adjustment to be made and the statement is effective after Sabadell has paid. dividend ”.
As the entity that Carlos Torres chairs in its communication to the National Securities Market (CNMV) commission points out, the adjustments were already provided in the previous announcement of May 9, 2024, and are intended to “keep the economic conditions equivalent”. At the moment, the OPA is waiting to receive the approval of competition. The National Commission of Markets and Competition (CNMC) is carrying out its latest market test, in which it reviews the new commitments proposed by the BBVA.
When the dividends of that moment were paid, the BBVA raised the exchange equation to incorporate the payments to the shareholder announced after the initial launch of the OPA (which occurred in early May). Then, the BBVA went from offering 4.83 Titles of Sabadell for each of its own to 5.0196. It also introduced a cash payment of 0.29 euros.
Only a week ago, both the Bench of Basque origin and the Catalan endorse their respective strategies in the annual shareholders meetings and in both cases they received the overwhelming support in each of the votes. The president of, Carlos Torres Vila, defended the offer of commitments again (remediesin the jargon) that to move the bid on the Sabadell. The Executive defined them as “effective and unprecedented, to guarantee financial inclusion and social cohesion, credit to SMEs and competitiveness.” Torres thus responded to that competence forces the bank to sell parts of the joint business, understanding that BBVA proposals do not revert the situation to the state prior to the OPA.
For his part, the president of the, calculated, once his own board has passed (held on Thursday, March 20) that gave him a “85% probability” that the OPA launched by BBVA does not come forward if there are no changes. “Today, other pairswithout changing anything, I give it 85% probability, ”he said. Also, after the statements of, Onur Genç, about the probability of OPA success, came to iron: “An investment banker told me recently: No premium. Hostile. No way (Without cousin and hostile, there is no way). I will send this investor to Onur. ”
Anyway, and beyond dialectical wars from the domes, the operation must still obtain the approval of the CNMC and after the government, which may expand or limit the conditions that are imposed. We must not forget that the Executive was prepared, from the moment the news was known, to alert about the concentration and even work problems that could cause a fusion between the two entities. Moreover, the Minister of Economy, Carlos Body, has been warning for almost a year that, as the OPA is raised, his department does not see it feasible.
After that third phase at the Table of the Council of Ministers, finally, it will be the National Securities Market Commission (CNMV) the last to give the green light to the transaction, so that an acceptance period of between 15 and 70 days is initiated, at the election of the BBVA. This will be the moment when the shareholders of the Catalan Bank have to make a decision on whether or not to redeem their titles.
