The leadership of Banco Sabadell is taking a gamble and mobilizing to stop BBVA's hostile Public Offer for the Acquisition of shares (OPA). President, Josep Oliuand the CEO, César González-Buenohave decided to launch what is emerging as his last battle after a long financial career to keep the bank autonomous.

Oliu has multiplied internal meetings these days and the decision is to mobilize all possible instruments and, for now, he is winning in the public debate by achieving broad political support.

The bank's legal chief is the veteran and respected politician and lawyer Miguel Roca, which has given a first signal with the complaint to the National Securities Market Commission (CNMV) for possible violation of the legislation on takeover bids. It is based on the fact that the president of BBVA, Carlos Torres, must include in the documentation the contacts that he himself says he maintains with Sabadell shareholders. In this last entity they see no path or more impact in extreme cases than completing that documentation. The American bank Citi also sees it along those lines, according to a note for clients to which this newspaper has had access: «This has no consequences for the agreement, but shows that Sabadell is willing to fight and the next few months will probably be full of tactics and headlines». It is the beginning of a legal and political battle.

Roca and the executive advisor and former socialist secretary of State, David Vegara, have privileged dialogue with the party in power. On the 7th, the leader of the PSC with great influence in Moncloa, Salvador Illareceived and exhibited a good relationship with Roca in a meeting that has gone unnoticed in this battle.

It was just the day after the board of Banco Sabadell, of which Roca is the secretary, in which Oliu and his team decided to reject the terms of BBVA's offer and began preparations to resist what they already predicted then and which arrived three days later: a hostile takeover bid.

Previously, on the 1st, Illa had limited herself to asking both banks not to undertake layoffs in the merger, but always “with respect for the decisions that correspond to be made, in this case, by two financial entities.” His change was radical a week later: “All of Catalonia says no to this takeover bid for form and substance.” His evolution was similar to the cautious initial one of the Minister of Economy, Carlos Body.

In the penultimate week of the electoral campaign, Illa and Corpo did not see it evident that such a merger could be harmful to banking competition and expressed caution. But in the last week they have already decided that it is harmful. Others with less power like the second vice president, Yolanda Diaz, and the president of the Generalitat Valenciana, Carlos Mazónshowed opposition from the first day just like the independentistas.

PSC sources frame Illa's meeting with Roca more in the Catalan socialist's desire to show off with figures from the old CiU in response to the moderate Catalan vote and downplay what they could discuss about the takeover bid. «Illa's position is not because Roca has convinced him or because of economic interventionism, but because he believes that the majority of Catalan society opposes».

Roca, for his part, also wanted to show his harmony with Illa in the final stretch of the campaign and is the legal brain of Sabadell's resistance manual. The calls these days from the president of BBVA. Carlos Torres, ministers and authorities are of initial failure to the point that the first vice president, María Jesús Montero, has already announced, more emphatically than Corps, that the Government “will not authorize” the merger of the two banks, not even with conditions.

Why does the Sabadell board reject a takeover bid that, for example, a competitor – see attached information – such as Santander sees as positive for them? The origin of the answer dates back to November 2020.

In that difficult year of the pandemic, it was Oliu who approached Torres to attempt a merger and, according to knowledgeable sources, they designed a very advanced project from which BBVA backed out at the last minute. «Torres backed off, started saying that the price was too generous and that he couldn't improve it. Furthermore, he did not believe Sabadell was so healthy. as it was called. “He was very happy when the talks broke down,” say Sabadell advisors in that negotiation.

It was an environment of low interest rates and a pandemic, so Sabadell's fate was uncertain, but Oliu took a gamble and managed to continue alone by incorporating a new CEO, César González-Bueno. “Oliu and González-Bueno have done a great cleanup job,” they acknowledge at BBVA.

For this reason, and because of the need for this entity not to depend so much on its key markets, Mexico and Turkey. It was Torres last April who called Oliu to propose the merger. That is, the reverse of what happened in the past.

The president of Banco Sabadell did not reject the idea outright and even made an appointment in Barcelona with Torres on April 30 to advance the talks. But, in a painful coincidence for the president of BBVA, this operation that he had kept secret for weeks was revealed in the media and he gave up seeing Oliu when he had already landed. The president of BBVA does not accuse Sabadell of leaking the operation to bust it, but what he does deny is having been him.

Everything got worse since then. The president of BBVA sent an email on Sunday the 5th, revealed by this newspaper, to Oliu in which he came to tell him not to maneuver to raise the offer, because he was not going to improve it and he met his board the next day to close the door to BBVA. From the pipe of peace, to war.

Was the Sabadell leadership so clever to leak the operation to precipitate it so that Torres had to launch it in the middle of the Catalan campaign with political beating? The question circulates, but the official answer is no.

Undervaluing any of the protagonists is a mistake. Torres, 58 years old, despite the stumbles of these days, is a specialist in strategy and was responsible for the area at Endesa almost two decades ago in Manuel Pizarro's team. For his part, Oliu, 75, quietly managed to ensure that Banco Sabadell received proportionally more public support than Bankia by absorbing the Caja de Ahorros del Mediterráneo and was the first to take the bank's headquarters in 2017 to Alicante with an anticipation of legal preparations much greater than that of CaixaBank, which was then more dragged down by events.

Survival

In any case, the personal relationship between both contenders has become complicated. By refusing to accept the operation in a friendly manner, the president of BBVA has decided to withdraw for now from his offer to give positions in the new leadership of the merged bank to the administrators of Banco Sabadell, so, if he manages to win, Oliu, González- Good and The other 14 members of the entity's board will be dismissed. “It makes no sense at this moment to offer positions to those who oppose the operation,” they explain at the country's second bank based in Bilbao.. The battle will be long and everything can still change. The process implies that, for a few months, the CNMV, the National Markets and Competition Commission (CNMC) and the European Central Bank will have to pronounce, among others, on the goodness of the takeover bid from the point of view of investment, banking concentration and financial stability, respectively.

Only after overcoming these obstacles, which Torres does not see as problematic, will he be able to launch the takeover bid in its final form and at that time he will be able to improve it. Until now he refuses and focuses on exchanging BBVA shares for those of Sabadell, valuing the latter at more than 2 euros per share, but in a few months he could claim that the conditions have changed and grant part of it in cash, always more attractive for shareholders. .

At the top of Banco Sabadell, Torres is considered an unreliable executive after his change of mind in 2020 and his abrupt email last Sundayand resistance is gaining strength, despite the internal recognition that the supply is not that low.

BBVA hopes that a division will occur on the board that has not crystallized so far. Although Oliu could not say that the council rejecting the offer was unanimous, there was also no dissenting vote. Torres does not hide that he hopes that the perception of the Government and Illa may change as the elections are behind us. In any case, the Executive must decide in 2025, a long term that tests the resistance capacity of the oppressed bank.

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