Bbya and Sabadell: harden the OPA with out making it not possible | Economy | EUROtoday

The Government is making ready, on Tuesday, to harden the situations within the public provide of shares (OPA) of the BBVA on Sabadell. Without this implying the operation. Although if that call is added the possible sale of TSB – the British subsidiary of the Catalan financial institution – may put the Benco Bank plan on a path too difficult.

Against the fiction that regulatory businesses have already given a definitive free approach to the operation and that any intervention of the Executive would imply a “political” intrusion, exterior the legality, the norm is filed. In this case, the Law of Defense of Competition (3/7/2007). The official interpretation of the margin of presidency maneuver is adhered to its literalness.

Thus, the Government might “confirm the resolution issued” by the CNMC, which incorporates palliative to the preliminary provide (article 60.3.a). Or authorize the focus “with or without conditions”: if you happen to resolve, you need to encourage them in “reasons of general interest different from the defense of competition” (60.3.b).

The regulation doesn’t impose these situations simply by softening them, or hardening them: each choices are legitimate; even that of soften some and broaden others. Some argue that they can not worsen them, delegitimizing the regulation as a result of “the invocation of the general interest As an ambiguous formula it does not seem to fit “in the European legal framework (Francisco Marcos,” BBVA, Sabadell and the risk of intervening without saying no, ” Five days7/18/2025). Brutal novelty, after 18 years of incontestrated validity of the norm.

The Council of Ministers will harden this Tuesday. But to anchor your position you must “fulfill your obligation” to protect the general interest in a “proportionate”, they reason legal sources of the administration. So I would breach it “if de facto paralyzed the operation”: conditioning it does not include the possibility of vetoing it, in what coincide with the president of the Opanon, Carlos Torres.

The decision will not excite neither supporters of the prohibition or those of unconditional approval. The new requirements will incorporate the bulk of the proposals of the affected ministries, in addition to the proponent, Ministry of Economy, which will modulate them. That is, work, ecological transition, industry, social security, consumption. So that palliatives will be increased to improve the financing of SMEs; facilitate the financial inclusion of the elderly and in remote places; maintain a sufficient offices network; avoid sangry of employment; and prevent the deterioration of territorial cohesion.

This last objective specifically attends to bank ultraconcentration and the highest risk of loss of proximity in Catalonia. The Opanon attributes the rejection of civil society towards the operation, “emotions” and “unfounded fears,” Torres said Wednesday. But the story recalls that when BBVA absorbed Catalan banking, Caixa Catalunya and others, he removed the decision centers on credits and disarmed the socio-cultural support of the boxes to their immediate environments.

The official purpose also influences the conception of a financial system model opposed to the oligopolic, with few national champions that finance large corporations. Postulates maintain medium entities for proximity clieves. And it notes that the first to abandon empty Spain or the mountainous Catalonia have been Santander and BBVA.

In the waiting period of this decision, the eventual sale for the Sabadell of TSB has broken. It has long been in the forecasts of the dome, on the prowl of the (current) improvement of its accounts: its president, Josep Oiu caressed the divestment; The advisor-delegate, César González-Well preferred to pause her.

All divestment contracts the size, and then, it affects the equation of exchange of an acquisition. Therefore, the Opaas Law (7/2/2007) demands a duty of “passivity” to the opted: 1) “before undertake any action “that can” prevent the success “of offer 2) must” obtain the prior authorization of the Board of Shareholders. “The first is fulfilled if, as he says, Sabadell heard offers by TSB, without collecting them. The second, because if the dividend goes up thanks to that sale, he will call.

Oliu has assured: “We will only sell if this generates value for the shareholder.” Sabadell acquired TSB for 2.5 billion euros in 2015. The fork that the market handles for sale ranges between 2,000 and 2.4 billion. But surplus value would not come from the difference between the two, but between sale price and the current accounting value. This subtraction of the purchase of the purchase the deterioration and provisions of the bad years, according to the standards of the ECB. The entity keeps, oh, the figure of surplus value in the Gold Sagrario in cloth.

This surplus value could approach 1,000 million euros, according to prudent financial estimates. It could be used for one, or several of these purposes:

1. Use it in the short term. Promise an upcoming increase in the dividend to fidelize more to Sabadell’s shareholders, and deter them from selling to the BBVA, whose offer has already been joined: the 30% positive initial premium has been reduced to 8.4% negative (last Monday) or -7.8% (Thursday). The exchange equation would contribute 15%.
2. Gate to capital, increasing the solvency coefficient of the current 13.3% to perhaps 15%.
3. Maintain it in the medium term as a disposal fund for investments: purchases of entities, friendly mergers, which would maintain (with visos to increase) the size of the bank.

In addition, the sale of TSB would further delay OPA; It would cut potential plusvalías captured by the bid; And perhaps coincides with judicial decisions confirming or discarding the trial to the Basque origin entity for bribery in the Villarejo case.

And if contributed to improving the capitalization of Sabadell, I would delve the cancellation of the badwillthe bad trade of commerce resulting from the book value is lower than capitalization. Up to 2,134 million euros usable to absorb the costs of the fusion would be completely diluted (“why the BBVA OPA evaporates”, 21/1/2025). A heavy slab for the profitability of the operation.