The president of the BBVA, Carlos Torres, in the decisive week of the OPA on Sabadell, is convinced that the operation will be a success. The answer, in just a few days.
OPA, they say in Sabadell, is a soap opera. When will it really end?
The acceptance period ends on Friday and then we will know the results a few days later.
Those responsible for Sabadell claim that BBVA will not reach 50%.
There is little time left to see it. The process has been long, but not by choice, but because obtaining the almost thirty necessary regulatory authorizations has taken longer than desired. The good news is that we are in the final phase: now they are the shareholders, the true owners, who must decide freely whether or not they go to the offer.
Everyone talks about shareholders, but in a bank with millions of titles, who really has the power of decision: shareholders or managers?
Shareholders, no doubt. Each Sabadell shareholder has a great opportunity before him and must decide individually if he accepts the offer. It is not a collective decision that drags others: each owner chooses freely. The answer is very clear: each shareholder is sovereign about their actions, can redeem them or not.
“I can categorically affirm that there will not be a second OPA at a different price”
And the large institutional investors, including investment funds?
In this case, shareholders have shown their support. Not unanimously, but an overwhelming majority of institutional and professional investors consider the very attractive offer. Institutional investors suppose between 25% and 30% of the capital and most support the offer. It is not unanimity, but a very wide majority.
And the Mexican investor David Martínez, the main individual shareholder of Sabadell?
Mr. Martínez is effectively the largest individual shareholder of Banco Sabadell. He has publicly stated – even in writing – his intention to go to the offer.
Could the BBVA council be incorporated into the future?
No, because to be a Sunday advisor in BBVA, at least one participation of a fifteenth of capital is required, and its participation is much lower.
In case the BBVA is victorious in the OPA, will there be winners and losers?
No, at all. This is not a war. From the first moment, our approach has been constructive. A year and a half ago we proposed a merger based on the integration of equipment, meritocracy, the coexistence of brands where it is commercially relevant. That is still our plan: to join two entities at its best to create a stronger bank.
If they reach only between 30% and 50% of the capital, will the offer improve?
We are convinced that we will exceed 50%. In the unlikely case of not reaching it, the offer would not succeed except that we decided to give up that condition, something that is within our faculties. If we renounced, the law would force us to launch a mandatory cash at the same price as the current one. But we would not have any incentive to do so at a higher price, so I can categorically affirm that there would be no second OPA at a different price.
But you said that the previous offer would never be improved.
And, indeed, this is a mandatory, not voluntary offer. We have no intentive intentive to improve it.
In Banco Sabadell they say that “they can buy the bank, but not the soul.” Do soul banks have?
Our purpose in BBVA is clear: accompanying the will of our clients to go further. That is what defines the bank’s soul. We strive to be with people in their projects, dreams, difficulties and aspirations, with an optimistic and progress look. That vocation to accompany is, for us, the true soul of the BBVA.
A bank manager commented that the BBVA is no longer so much a Basque and Mexican or Turkish bank. What is your true identity today?
I don’t know if a bank has nationality in its “soul.” BBVA is a global group with a very attractive presence in many countries, including Spain. We continue to have our headquarters in Bilbao, where we were born in 1857, so in that sense we remain Basque. But at the same time we are where we provide service. Our strength is in that diversity: we are the number one bank in Europe in profitability and growth, thanks to a balanced geographical presence, in Spain, Mexico, Türkiye and much of South America. In addition, we are the bank that has bet the most in Catalonia in the last decade, and this operation also reflects that commitment to the future of that territory.
What will be the future of BBVA with and without the Sabadell?
Together, we can face better the great challenges that European society has: investment in infrastructure, energy transition, defense and technological competitiveness. Europe needs more efficient banks capable of financing that growth, and the union of BBVA and Sabadell would allow us to be that bank. For Sabadell’s shareholders, the merger would involve an increase of more than 40% in the benefit per action with respect to continuing alone. For those of the BBVA, the increase would be around 3%. If the operation did not go ahead – something we see unlikely – BBVA would continue to be the most profitable and efficient bank in Europe, with an expected profitability of 22% in 2028, an annual 15% increase in tangible value per action and a cumulative remuneration of 36,000 million euros in four years.
“The overwhelming majority of institutional investors supports the offer”
What role has politics played throughout this process?
Last year we made a merger proposal to the Bank of the Sabadell Bank, but the filtration of conversations during the electoral campaign raised political and media noise. That, without a doubt, extended the process. We have maintained contacts with different interlocutors, and the operation was well received at the time. But political circumstances influence, and it is evident that this context conditioned authorization times. In any case, that already belongs to the past. Today we are in the final phase and the prominence corresponds to the shareholders.
Some foreign investors were restless for political interference. Are you still trusting in Spain?
Yes, no doubt. Large international investors trust Spain as an investment destination. The country has a growing economy, a dynamic population and a privileged position in the energy field. It is true that they did not like the slowness of the process, nor do we, but today they see the operation as an attractive and solid opportunity.
In summary, why should a Sabadell shareholder go to the BBVA OPA?
Because it is a tremendously attractive offer. The price per share of Banco Sabadell has more than duplicated since the launch of the OPA, and the operation offers a very significant joint value creation. In addition, for customers – specially SMEs and autonomous – we have offered a five -year credit guarantee, something exceptional in the sector. In short, it is a unique opportunity and shareholders should take advantage of it, because there will not be a new offer and, if there were, it would be in the same conditions and with more delay.
Would you say it is “an offer that cannot be rejected”, as in the godfather?
(Laughs). No, of course they can reject it, but we believe it is an unbeatable offer and an opportunity that will not be presented again.