MADRID Jan. 10 () –
BBVA and Banco Sabadell started this Friday’s stock market session in ‘red’, after it became known yesterday that the entity chaired by Carlos Torres has modified the minimum acceptance condition of the takeover bid to exclude the treasury stock of the bank led by Josep Oliu.
BBVA shares fell 0.64% around 9:40 a.m. to 9.93 euros, while Banco Sabadell shares fell 0.50% to 1.99 euros.
BBVA announced on Thursday at market close that it has modified the minimum acceptance condition of the takeover bid that it wants to launch on Sabadell to reach 50.01% of the share capital, but that it is now conditioned to reach “more than half of the effective voting rights”, which excludes Banco Sabadell’s treasury stock at the time the offer acceptance period ends.
This is what BBVA has conveyed to the National Securities Market Commission (CNMV) where it explains that it is a “reduction” of the minimum acceptance condition and that this implies “more favorable treatment” for the recipients of the takeover bid, that is that is, the shareholders of Sabadell and, therefore, it is an improvement following article 31.1 of Royal Decree 1066/2007.
It should be remembered that the voting rights of treasury shares are suspended, in accordance with the provisions of article 148.a) of the Capital Companies Law. The rest of the terms of the OPA are maintained.
In the notice to the CNMV, BBVA explains that the initial offer contemplated acquiring at least 2,720 million Sabadell shares, representing 50.01% of the bank’s capital.
Taking into account that Sabadell’s capital is currently represented by 5,440 million shares, of which 78.7 million are held by the entity itself in treasury stock, the offer will be considered fulfilled if it is accepted by at least 2,680 million shares of Sabadell. Sabadell, if the treasury stock remains stable. That is, this threshold could vary depending on the number of treasury shares that Sabadell has at the end of the acceptance period.
BBVA also specifies that, in the event that Sabadell’s treasury stock has changed at the end of the acceptance period, the acceptance will be deemed fulfilled if it is accepted by more than 50% of the shares, for which purposes the voting rights suspended from the treasury stock.
In the event of a positive result of the offer, BBVA will promote the amortization of the shares that Sabadell has in treasury stock at the end of the acceptance period at the first general meeting that Sabadell holds, reducing the share capital and immobilizing said shares in the meantime.
Compliance with the minimum acceptance condition, in the terms described, will make the exception applicable to the obligation to formulate a mandatory takeover bid in accordance with article 8.f) of Royal Decree 1066/2007 on public acquisition offers. to the extent that the takeover bid would have been accepted for shares that represent at least 50% of the effective voting rights to which it would have been directed.
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