Sabadell accuses BBVA of breaching tender offer regime and offering 'incomplete data'

Banc Sabadell has accused BBVA of violating the regime of public offers with the announcement of their hostile takeover bid.

Sabadell managers had rejected the initial friendly offer of the Basque competitor, before BBVA began a strategy of taking control of the Catalan entity through offers to the shareholders.

After announcing the hostile takeover bid, BBVA managers called analysts and investors to a presentation of the operation. Banc Sabadell considers that the information provided introduces "incomplete data that may affect the market."

Sabadell communicated this to the National Securities Market Commission (CNMV) so that the market "has complete and transparent information and an orderly and correct process is guaranteed."

Directors of Sabadell are of the opinion that BBVA has breached the regulations on public offers for acquisitions of securities with regard to article 32.1, which establishes that from the public announcement of the offer until the presentation of this, "the offeror, the members of its administrative and management bodies, its controlling shareholders, its advisers, the persons with whom it acts in concert and the others who intervene in the operation shall refrain from disseminating or publishing by any means any data or information that is not contained in the previous announcement of the offer."

The Basque bank's offer is the same as the one the Sabadell board of directors rejected: 1 newly issued share for every 4.83 Sabadell shares, a 30% premium compared to the value on April 29.

According to Sabadell, the offer "undervalues" the Catalan entity, and it will now be up to the shareholders to decide the future of the Catalan bank, about half of whom are small investors.

Unlike what happened with last week's friendly offer, BBVA no longer reserves "any advantage" to shareholders or members of Sabadell's board of directors.

The Spanish and Catalan governments, business association Foment del Treball, trade unions, and consumer organizations have all opposed the operation, which would lead to a concentration of the financial market, a possible loss of jobs according to many politicians, and a possible loss of competitiveness for bank customers.