The BBVA Board of Directors has increased its public acquisition (OPA) offer on Banco Sabadell by 10%, transforming the consideration so that it is exclusively into ordinary new issuance shares, thus improving the previous OPA offer. The new equation proposes a BBVA action for every 4.8376 Sabadell titles, compared to the initial proposal that combined titles and effective.
With this improvement, the entity chaired by Carlos Torres Vila places the operation at 19.5 billion euros, 60% more than the 12,200 million calculated in April 2024, when fusion contacts began. According to BBVA, the new formula is “fiscally neutral” for Sabadell’s shareholders if acceptance exceeds 50% of the capital, not generating contribution by surplus value.
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This measure aims to obtain the acceptance of the Bank Bank Board of Directors of Sabadell, which until now had unanimously denied the previous OPA offer for considering it insufficient in terms of total valuation of the entity.
“An extraordinary offer” for shareholders
“With this improvement we put in the hands of the Sabadell Bank shareholders an extraordinary offer, with a historical assessment and price, and the opportunity to participate in the enormous value generated with the Union,” said Torres Vila, who stressed that the benefit per share could increase by 41% after integration.
The offer values each Sabadell action at 3.39 euros, the highest level in more than a decade. If the operation was completed, the Catalan Bank shareholders would control 15.3% of BBVA, in line with the provisions of the large bank consolidation operations in Europe. The premium on the price of Sabadell, already greater than the average of similar operations, increases after this review.
The OPA acceptance period, initiated on September 8 after the authorization of the CNMV, is temporarily suspended until the regulator approves the supplement to the brochure with the new conditions. From that moment on, the deadline will be resumed until completing the initially established 30 days.
What supposes for BBVA’s shareholders
BBVA also wanted to underline the effects of the operation for its own shareholders: it calculates a 3% improvement in the benefit per action from the first year, with a return of the investment (ROIC) of 17% and a limited impact on capital. The entity expects to compensate for the slight initial fall of the CET1 ratio with the sale of the British TSB subsidiary and the distribution of an extraordinary dividend.
In parallel, the Bank’s address has committed to the National Commission of Markets and the competence to maintain the volume of credit for SMEs and freelancers, in order to strengthen support for the business fabric. “We invite Sabadell’s shareholders to build a project so beneficial for clients, employees and society as a whole,” added Onur Genç, CEO of BBVA.