The Bank Board of Directors of Banco Sabadell has communicated its rejection of the, and that obtained last week the approval of the National Securities Markets Commission (CNMV). The opinion follows the line of which this same body already expressed in May 2024, when it rejected the then fusion proposal of the entity chaired by Carlos Torres for not reflecting the value of the bank. The decision has been approved with the vote in favor of all Bank counselors, except one, David Martínez Guzmán, who abstained, although all the directors have affirmed that they will reject the offer at these prices.
“The council unanimously rejects the offer and, consequently, considers that the best option for Banco Sabadell shareholders is not to accept the offer,” concludes the council report, which considers that the proposal “destroys value for Banco Sabadell shareholders and that Banco Sabadell’s strategy as an independent entity will generate greater value.” The arguments are the same as which the Catalan entity has insisted: it considers that the offer of the offer “does not properly collect the intrinsic value of the Sabadell Bank actions, very significantly undervalued the Banco Sabadell project and its perspectives to generate yields for the solo shareholder”.
The BBVA offers an action and 0.7 euros in delayed dividends per 5.5483 Sabadell titles. According to yesterday’s stock market closure prices, this means to assess the Catalan entity at 15.3 billion euros. The Sabadell, however, trades 9.3% above the bid.
The unwavering unit that Sabadell had shown so far in the war against BBVA has, however, a crack. This is the Mexican investor David Martínez Guzmán, the third shareholder with 4% of the capital, which although it also refuses to accept the OPA does so for the price offered by the BBVA, but completely supports the approaches of that bank. The report of the message expresses his discordant opinion, in which he states that he does not share some of the points of the council report, so he has decided to abstain. Ask the Basque entity to raise the price and present “a competitive offer, at a price that allows the acceptance of 50% of the shareholders.” It also urges the Spanish and European bank to consolidate and that this operation “offers shareholders this path”, as well as criticizes the impediments that the government has put, based on imposing an extra condition to shield the strategic autonomy of Sabadell for three years, expandable for two more.
Currently, they have until October 7 to decide whether they go to the BBVA OPA. The entity of Carlos Torres has until September 23 to decide whether to raise the price of the offer and, in that case, the Board of Directors of Sabadell must give its opinion again, although Torres has repeatedly affirmed that it does not intend to modify the bid. The OPA resolution will be communicated on October 14.
[Noticia en desarrollo. Habrá ampliación]
