The result of BBVA’s takeover bid for Banco Sabadell has left an unappealable verdict: The shareholders have clearly rejected the Basque bank’s proposal.
With just 25.33% acceptance, well below the minimum threshold of 30% established by BBVA, the operation has become void.
This outcome represents a resounding success for Josep Oliuwhich thus culminates a seventeen-month battle with a triumph that goes beyond the price: it has managed to convince the market that Sabadell has a future on its own and that its independent project is viable and attractive to investors.
The president of Sabadell not only managed to get the highest possible price from BBVA (a 10% improvement in September), but he also achieved something much more complex: articulate a narrative of autonomy that resonated with shareholders.
The arguments used in defense of independence have proven to be far superior to any premium offered.
The massive rejection of small shareholders (only 2.8% of client-shareholders accepted the offer) shows that Oliu and his team They knew how to connect emotionally with the investor base. Not only from the perspective of appealing to the feeling of belonging to Catalonia, but also conveying confidence in the strategic plan presented last July.
This plan contemplates achieving a return on tangible capital (RoTE) of 16% in 2027 and remunerating shareholders with 6.3 billion euros in three years, more than 40% of the bank’s current value on the stock market.
These are ambitious figures, but backed by solid results. In the first half of the year, Sabadell obtained a record profit of 975 million euros, with strong capital generation and improved profitability.
The sale of TSB to Santander for 2,650 million pounds, approved by 99.6% of shareholders, also strengthens its financial muscle and allows for an extraordinary dividend of 2,500 million.
gold brooch
The battle for Sabadell’s independence is a finishing touch to Oliu’s career. For several months, the operation was surrounded by political vicissitudes and interference from the Government, which imposed unprecedented conditions (such as keeping both entities separate for three years) and which showed frontal opposition. which made it difficult for shareholders to express themselves freely until the last moment.
The Catalan bank resisted all types of pressure. From the BBVA campaign to the market’s doubts about the viability of his solo project. Oliu and his CEO, César González-Buenoknew how to transform these difficulties into a story of resistance that connected with investors, especially minority investors.
However, this success comes with an enormous challenge. Now, Sabadell must fulfill what was promised. It is not enough to have convinced the shareholders in the context of the takeover bid; The entity will have to demonstrate that its management is capable of creating real value and sustaining share price growth.
The market will be relentless in its monitoring. Any deviation in the strategic plan objectives or any decline in profitability could severely punish the stock. Oliu and González-Bueno know that they have won the battle, but the war to prove that Sabadell is worth more alone has just begun.
Setback for Torres
On BBVA’s side, the failure of the operation represents a setback for Carlos Torreswho was personally involved in this takeover bid, confronting the Government and leading an unprecedented offensive in Spanish banking since 1987.
The reputational and strategic wear and tear is undeniable. Torres will now have to demonstrate to his shareholders that the BBVA project can go ahead without Sabadell and that has alternative options to grownot only in Spain, but in other markets that allow us to diversify the risk of having Mexico and Türkiye as our main markets.
The Basque bank has announced that it will boost its shareholder remuneration plan.
It will begin on October 31 a pending share repurchase for nearly 1,000 million euros, it will pay on November 7 the largest interim dividend in its history (0.32 euros per share, for a total of 1,800 million), and will launch a significant additional buyback when it receives the green light from the European Central Bank.
It is a necessary move to calm shareholders who were expecting a major strategic operation and who must now settle for a capital distribution.
Lessons for the sector
The outcome of this takeover leaves lessons for the entire Spanish banking sector.
The first is that size is not everything. In an operation of these characteristics, the ability to generate a convincing narrative and connecting with the shareholder is as important as the price offered.
The second is that political interference, no matter how much entities denounce it, can condition the results of corporate operations.
And the third is that small shareholders, when they are convinced and mobilized, They can make a difference even against large international funds.
For Sabadell, this is the beginning of a new stage. He has won the right to demonstrate that his commitment to independence is correct. For BBVA, it is time to turn the page and look for new avenues for growth.
And for the market, it is a clear signal. In Spanish banking, there is still room for differentiated and competitive projects. The shareholders have spoken, and their message is unmistakable.
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