BBVA faces the risk of launching a fight for control of Sabadell's board

Analysts see BBVA becoming closer to achieving at least 30% of Sabadell's capital after the improved takeover bid, but warn that this scenario could spark an internal battle for control of the Catalan bank's board, damaging its business.

BBVA's improved offer for Sabadell, which has increased the consideration by 10% and eliminated the cash component, has increased the chances that the bank chaired by Carlos Torres will achieve acceptance of at least 30% of the capital, according to analysts.

If this scenario is confirmed and BBVA decides to waive the current condition of accepting a majority of voting rights, the Basque bank would be forced to launch a second takeover bid for Sabadell. This new offer could allow it to acquire a majority stake or retain a shareholding of between 30% and 50%, which would entail risks, according to experts and acknowledged by both banks.

"We recognize that the chances of achieving acceptance above 30% (but below 50%) have increased with this new offer, especially after eliminating the tax impact on Sabadell's retail investors," Alantra notes.

"A 30-50% acceptance rate would lead to a fight for control of Sabadell's board of directors, and such a process could end up harming Sabadell's retail franchise," the firm notes.

BBVA, for its part, has also noted this risk in the prospectus for the ongoing takeover bid. "Controlling Banco Sabadell with less than 50% of the voting rights is not the same as controlling it with more than 50%," BBVA admits.

"Following the execution of the Offer, BBVA will be the majority shareholder of Banco Sabadell, or, if the minimum acceptance condition is waived, at least a significant shareholder of Banco Sabadell, and the Banco Sabadell shareholders who have decided not to accept the Offer will continue to be shareholders of Banco Sabadell. BBVA may have interests that differ from those of the other shareholders of Banco Sabadell. There can be no assurance that BBVA's interests will coincide with the interests of the other shareholders of Banco Sabadell," the prospectus states.

Sabadell, through public statements from its leadership, has also raised this uncertainty in recent weeks.

"We would have to manage the entity in a way that would please the various shareholders present on the board, while always complying with government restrictions," said Sabadell's chairman, Josep Oliu, in an interview with EXPANSIÓN two weeks ago.

"I think [business could suffer], unless we reach a ten-ten balance very quickly, which is probably what we should do. Because the point is precisely to ensure business doesn't suffer," he concluded.