Banco Sabadell has been defensive since April 2024, when the BBVA raised a friendly fusion offer. And with the launch of the hostile OPA in early May of that same year, even more. Since then they have done all kinds … of maneuvers to show that your project is better alone. None of them have served to deter the BBVA If the OPA continues but still has a last bullet to try to torpedo the operation.
According to the OPAS LAW, the Board of Directors of Sabadell will have to issue “a detailed and motivated report on the public acquisition offer, which must contain its observations for or against, and expressly state if there is any agreement between the affected company and the offeror, its administrators or partners, or between any of these and the members of the administration body of the latter, as well as their opinion regarding the offer, and the intention of the offer, and the intention of the offer, and the that are direct or indirect holders of affected values ». In other words, that the advice You must officially capture your opinion on the OPA, about the brochure, and what you recommend to your shareholders.
Likewise, “the report will include the possible repercussions of the offer and the strategic plans of the offeror that appear in the brochure on the set of interests of the company, the employment and the location of its centers of activity” and in case there is any member of the Board of Directors that does not think like most, its express position must be incorporated in the report.
The rejection of the Sabadell Council has been notorious for OPA for more than 16 months. But this occasion is the most important since it is the official moment in which they must issue a motivated, very extensive and analytical report with their reasoning. In addition, to adopt that report, your advisors will be used, mainly Morgan Stanley, Goldman Sachs and Uría Menéndez.
The usual thing in these reports is that the whole council has the same position and the document that is made public is unanimous, although in this case nothing has been like in other procedures to being hostile, very complex, with political components and not only economic … In addition, everyone will be very aware of the position of David Martínezwho is a advisor and one of Sabadell’s main shareholders with 3.5%.
Thus, to make public the report, the Council will have a maximum period of ten calendar days from the start date of the supply of the offer. The acceptance period will open this September 8, with what the Council will have to issue its report until before September 19.
Executive rejection
Waiting to know that motivated report, Banco Sabadell has already passed the attack against the BBVA OPA in a first reaction to the publication of the brochure. The Catalan entity issued a statement from its two main managers, the president Josep Oliu and the CEO César González-Buenoin which they accused the Basque Bank of publishing a brochure with “deficiencies and omissions” in the numbers and scenarios. It is not the first time that the Catalan entity complains in public of the numbers that the BBVA communicates about the operation. “It looks like a poor offer and full of unrealistic hypotheses, but it will have to be analyzed in detail before giving full assessment,” added the CEO.
President Oliu, on the other hand, stressed that this offer “is even worse than the one that has already valued and rejected the Board of Directors in May 2024, because it undervalued the project alone of our entity.”
