Spanish Securities Commission authorises BBVA’s voluntary takeover bid for Banco Sabadell

The Spanish Securities Commission (CNMV) has authorised Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) to launch a voluntary public takeover bid for 100% of Banco de Sabadell, S.A., covering 5,023,677,732 shares. The offer was filed with the CNMV on 24 May 2024. The bid offers mixed consideration of one newly issued BBVA share plus EUR 0.70 in cash for every 5.5483 Banco Sabadell shares, as set out in the prospectus. As a voluntary offer under Article 13.5 of Royal Decree 1066/2007, the consideration is not subject to the “fair price” rules for mandatory bids in Article 9 of that decree. Completion is conditional on acceptance for a minimum number of shares representing more than half of Banco Sabadell’s voting rights, excluding treasury shares, and BBVA states the offer is not a delisting bid; however, it plans to exercise squeeze-out rights if the conditions in Article 116 of the Securities Market Law and Article 47 of Royal Decree 1066/2007 are met, at the same consideration (as adjusted under the prospectus, where applicable). The acceptance period will be 30 calendar days starting from the stock market business day after publication of the first announcement containing the offer’s essential terms, and will also end on a stock market business day. Payment is backed by two deposits totalling EUR 701,462,226 for the cash component and an additional EUR 2,300,000 deposit for the acquisition of odd lots, while the issuance of the BBVA shares to be delivered as consideration was approved by an extraordinary general shareholders’ meeting on 5 July 2024.