The president of BBVA, Carlos Torres, appeared at a press conference this afternoon alongside the entity's CEO, Onur Genç, to defend the unsolicited takeover bid of almost 12.4 billion in shares for Sabadell. Torres has announced that some Sabadell shareholders are interested in selling, he has trusted that the Government will appreciate the movement, he has said that there will be no "traumatic" exits, he has not ruled out the appearance of competing offers and has recalled that there is no room to improve it. . The main messages have been the following:
Interest in the Sabadell shareholding. “There have been investors from Sabadell who have contacted us for an offer like the one we presented,” said Torres. Some of them are "relevant", although their percentage of capital will not be known until the end of the acceptance period." In the conference with analysts first thing in the morning, he had assured: "We have contacted Sabadell shareholders to find out their impression” and “we have received expression of interest.” “I would congratulate Sabadell shareholders,” he stated.
The rejection of the Government and the authorizations. “I trust that the Government will appreciate the benefits of the operation,” said Torres. The president of the bank “respects the opinion” of the Minister of Economy, Carlos Body, who rejects the takeover bid. The operation “will support the economy much more” because “more taxes will be paid and more credit will be distributed,” he said.
The takeover bid requires the approval of the ECB, the CNMV, the CNMC and the UK competition authorities. It would allow BBVA to add more than 50% of Sabadell's capital, receive dividends and consolidate accounts, but not carry out a merger by absorption, which would require the approval of the Ministry of Economy. "We respect the opinion expressed by the Government and we trust that the Government and the rest of the authorities will end up appreciating the operation." The bank has already contacted supervisors such as the ECB or the Bank of Spain.
The rejection of Sababell. “The easy thing would have been to abandon the project after Sabadell's rejection, but that is not what they pay us for, so we have the responsibility of defending the shareholders and presenting the proposal to those of Sabadell so that they can decide,” he said, before. to say that he “respects” the opinion of the board of the Catalan bank. “This is not a plan B, but honoring what we have been doing,” he had previously commented to analysts.
About the “white knight” and the room for improvement. Regarding the possibility of a competing offer appearing, he stated that "it is feasible that there may be other companies with interest in a competing offer." In any case, there would be no takeover war because BBVA "has already said that it sees no room for improvement."
Face-to-face contacts in April. Torres has revealed that in mid-April he had a “face-to-face meeting” with the president of Sabadell, Josep Oliu, to which he conveyed “BBVA's interest in a merger.” "We were scheduled to deliver the proposal on April 30, but a leak prevented the meeting from taking place and precipitated the events."
Conditions of the proposal. It has confirmed that “everything remains” with respect to the initial proposal, including the double corporate headquarters and the partial use of the Sabadell brand. However, "this is not the time to talk about corporate governance", alluding to the proposal to give a vice-presidency and three directors to the Catalan bank.
About friendship and hostility. The president of BBVA has said that the approach “now is different.” However, he has stated that “at no time has there been an unfriendly or hostile character.”
Stock price. He has described the takeover bid as “extraordinarily attractive” even “without including a cash component.” “I believe that our proposal can give figures higher” than the 2,400 million euros of excess capital that Sabadell has committed to distributing among its shareholders.
Catalonia: “It is a decided commitment to Catalonia, to that area of Spain in which we already have a relevant area,” he assured. “It would be unintelligent for us to want to grow in that territory if we did not have a positive vision” and the operational centers would be respected, he stated.
The Catalan electoral campaign. Torres has acknowledged that this episode “occurs in the last push of the campaign.” "Nothing is further from our intention. The timing has had to do with the leaks and the idea was not absolute that the plan would be so fast,” he noted.
Template cuts. Torres has stated that "there may be some departures of people in the short term", but BBVA has "a lot of experience" in doing so "with non-traumatic measures and with programs that usually have enormous acceptance by the staff."
The calendar. The offer brochure, he explained, will be presented in less than two weeks, after which regulatory authorizations will be collected, in a process that could last "about six months", in which a BBVA shareholders meeting should be held. to approve a capital increase. At that moment the exchange period will begin, which could last “a few more months.” In total, it would be eight months.
Doubts about the competition. Torres has assured that in Spain there is sufficient banking offer and that "in all market share metrics the resulting group would be below CaixaBank." He has assured that “credit will not be restricted to companies” because, if that were the case, the operation would not be carried out.
Larger groups. On the other hand, he considers that "in Europe, larger business sectors are needed, with sufficient scale to compete on a global scale." “This is a step on this path,” she stated. “The ECB likes there to be consolidation and larger entities, with cross-border operations and its opinion is on the favorable side,” he indicated.
Alicante. The headquarters of the future group would be in Bilbao, where BBVA is domiciled. Alicante would lose the headquarters of Sabadell. “We are aware of the importance of developing activity in this region,” he said about the Valencian province.
Villarejo Case: “There is no impact,” he stated regarding the possibility that an oral trial could be opened against the bank for this matter.
A takeover bid for Unicaja? Could Sabadell counterattack by opposing Unicaja? “It would be a circumstance that would have a more complicated path to the extent that due to the offer legislation they would have to raise it to their general meeting,” he noted. “It's not something we fear.”
