Sabadell Bank starting this Monday, it faces a key week, since after days studying the absorption offer of the BBVA must decide if you consider your future aloneif you accept the offered share exchange or if you are willing to negotiate but demand an improvement in the offer.
These are some keys of the proposal being studied by the Catalan bank and the context in which this operation is developed.
BBVA’s interest inabsorb Banco Sabadelladmitted on Tuesday and detailed on Wednesday, with a formal offer, represents the largest operation in the Spanish banking board since 2020, when CaixaBank and Bankia announced their merger.
If that operation led CaixaBank to become the banking leader in Spain, this, if consummated, could elevate BBVA to the European podium and place it only behind BNP Paribas and Santander.
Bank concentration risk
BBVA’s offer to Sabadell has revived the debate on banking concentration in Spain and whether this new integration would guarantee effective competition in the sector, since the Spanish market would become controlled by three major players: CaixaBank, Santander and BBVA.
The Minister of Economy, Carlos Bodysaid a few days ago that it is important that the banking sector continues to maintain a “competitive” position in case the operation goes ahead, and the Generalitat itself and Catalan business sectors have shown their misgivings about the risk of reducing banking competition in Catalonia.
16% or continue alone
The board of directors of Banco Sabadell must decide whether it considers BBVA’s offer sufficient or not, which means that Sabadell shareholders would have 16% of the resulting bank, BBVA offers to deliver one share for every 4.83 of Sabadell, or fine if he rejects it but is open to negotiate a higher offer by BBVA.
BBVA also proposes two operational headquarters for the new bank, one in BBVA City, in Madrid, and another in Sant Cugat del Vallès (Barcelona), where Sabadell currently has its main operating center.
As for the power sharingBBVA proposes that three current directors of Sabadell become part of the highest management body of BBVA, which has 15 members, but without executive functions, and that one of them occupy a vice presidency.
sweet moment
BBVA’s merger by absorption offer to Sabadell comes at a sweet moment for the Catalan bank, since after going through difficult times on the stock market in 2020, when its shares were worth just 0.26 euros, last year it beat record results, with 1,331 million eurosand this year also expected record profits.
Furthermore, in the case of your british subsidiaryTSB, had already taken flight and was undertaking a staff cut to maximize its performance in 2025, after a difficult start in which it received a fine from the British regulator for problems with the migration of its IT platform.
As proof of the good moment that Banco Sabadell is now going through, its value exceeds 10,000 million on the stock market, four times more than when BBVA attempted its purchase in 2020.
Veteran leader
The board of directors of Banco Sabadell is led by the veteran Josep Oliu75 years old, a manager who has been the visible face of the bank for decades and who has participated in the negotiations of many integrations.
He advice It is made up of Oliu as president, Pedro Fontana as vice president, and the bank’s CEO, César González-Bueno; by the independents George Donald Johnston III, Autora Catà , LluÃs Deulofeu, Mireya Giné, Laura González, Alicia Reyes, Manuel Valls and Pere Viñolas, as well as by Maria José GarcÃa Beato (with consideration of another external) and by the former Secretary of Economy David Vegara.
David MartÃnez is the only proprietary director, while Miquel Roca and Gonzalo Barettino are non-director secretary and vice-secretary, respectively. Given this offer, Sabadell is being advised by Goldman SachsMorgan Stanley and by the UrÃa Menéndez law firm.
Atomized capital
Banco Sabadell is a financial entity with a highly atomized capital, since, according to CNMV records, no investor exceeds 4% of the capital, so there is no controlling shareholderwhich can make it difficult to defend the bank in the event that a hostile takeover bid is launched.
blackrock controls 3.62% of the capital; for 3.495% of the Mexican investor David MartÃnez, who entered the bank’s capital in 2013, while Fintech Europe adds 3.1% and Dimensional Fund another 3%, among other investors.
Born in 1881
Next week is decisive to know the future of Banco Sabadell, an entity born in 1881 that currently has 236,135 million in assets, 19,213 employees and 1,414 offices.
The first inorganic operation of this bank was the purchase of NatWest Spainin 1996, and since then it has acquired many other entities: Banco Herrero (2001), Banco Atlántico (2003), Banco Urquijo (2006), Transatlantic Bank of Miami (2007), Banco Guipuzcoano (2010), Banco CAM (2011) , the network of offices in Catalonia and Aragon of Caixa Penedès (2012), Banco Gallego and the business in Spain of Lloyds (2013) and finally the British bank TSB, in the United Kingdom (2015).
Uncertainty about labor impact
If there is a green light for the integration, Banco Sabadell would end its history alone and become part of BBVA, and it also remains in doubt. what would happen to your brand. BBVA has opened up to joint use of the Banco Sabadell brand in those areas where it may have a relevant commercial interest, although when BBVA integrated Catalunya Caixa the brand was initially maintained but then ended up liquidating it.
In the workplace, the question arises about what impact would have the merger between BBVA and Sabadell, because BBVA has already announced that it expects the restructuring costs to amount to 1,450 million. The possible merger of BBVA and Banco Sabadell would mean the creation of a financial giant with 986,924 million euros in assets, according to data from the end of the first quarter of 2024.
Furthermore, the sum of the two entities would have 135,462 employees and a network of 7,115 offices. Currently, Banco Sabadell has 1,414 offices and a total workforce of 19,213 people, of which 13,441 in Spain.
