The most frequent of the Ibex investors, BlackRock, would also be the main shareholder in a hypothetical bank arising from the merger between BBVA and Sabadell. He would emerge as the winner in a share exchange that would further dilute two already very atomized shareholders, in which investors with a financial profile prevail without clear leaders that form a core of power.
Despite the effects of this operation on the Spanish banking map and the concerns of businessmen, politicians and union members, the truth is that the logic behind this movement has a high financial nature, with hardly any room for political influence in either of the two. organizations. Their boards of directors are dominated by executive and independent profiles, and there are no proprietary members representing shareholders. The only exception is the Mexican investor David Martínez, based in Sabadell.
In its share exchange, BBVA offers Sabadell 16% of the capital of the resulting group. This is where the transfers can begin to be calculated and it can be deduced how the shareholding of the resulting group would be distributed, in which large management companies, banks and international investment funds will stand out.
The American management company BlackRock, with 5.45% of BBVA and 4.1% of Sabadell, would be the main shareholder of the resulting group, with 5.25% of the shares, according to CNMV records. Other North American firms would follow, with hardly any trace of Spanish investors.
BlackRock is a good example of a banking investor, attentive to economic performance and without the intention of getting involved in management. It also has significant stakes in Santander, CaixaBank and Bankinter, and complements the bet with a wide list of listed companies on the Ibex, including Iberdrola, Telefónica, Ferrovial and Repsol. Its policy is not to participate in the boards of directors and to dedicate itself to collecting dividends, except in the case of Naturgy, whose board it can suddenly join after having purchased GIP.
Another American firm, Capital Research, would have 4.2% of BBVA-Sabadell and would complete the stakes greater than 3%. On the part of Sabadell, no current shareholder could exercise real influence: the Mexican investor David Martínez would have 0.56%, compared to 0.49% of the American firm Dimensional Fund and 0.16% of the Norwegian sovereign fund. , Norges Bank.
Regarding the distribution of power, BBVA's offer to Sabadell consists of three seats on the board of directors and a vice presidency. The BBVA body is made up of fifteen members, of which ten are independent. There are three external ones, two executives and none proprietary, which is what shareholders' representatives are called.
This particular operation is very common in banks. In its latest annual report, Sabadell itself explains that the members of its board of directors barely represent 3.7% of the capital. Similar circumstances exist at Santander, which contrast with CaixaBank, where Criteria and the State do form a nucleus of power.
Since the shareholding is very diluted, it could be easier to launch a hostile offer for Sabadell without the need to seek agreements. However, from BBVA the message is that this is not the intention. The proposal, sources say, is “friendly” and “attractive.”
To find traces of Spanish investors in Sabadell, you have to go very low in the lists offered by services such as Bloomberg. In the case of Sabadell, the surprise is that the largest Spanish investor is Santander, with 0.37% of the capital. It occupies the fourteenth position.
