BBVA warns it could pull out of Sabadell bid if conditions are too harsh

Yahoo

4 days ago

By Jesús Aguado
SANTANDER, Spain (Reuters) -BBVA could withdraw its offer for smaller rival Sabadell if conditions imposed by the Spanish government are too harsh, or if it is forced to accept the sale of Sabadell's British unit TSB, Chairman Carlos Torres said on Monday.
The Spanish government will decide on Tuesday whether to impose additional conditions on BBVA's 14 billion euro ($16.1 billion) hostile bid for Sabadell before giving it its approval.
Torres said the plan was still to move ahead with the bid, but added: "If conditions are imposed on us that we do not consider appropriate, we have the option to withdraw, just as we have the option if there is a sale of a relevant asset that modifies the purpose of the offer."
Sabadell said last week it had received expressions of interest in TSB, which analysts said could be a defensive move to ward off the BBVA bid.
Torres called on Monday for a clarification on the potential TSB sale, saying any such move amid BBVA's proposed takeover would have to comply with Spanish legislation.
The head of Spain's stock market supervisor Carlos San Basilio said later on Monday he did not currently see any breach of rules that would prevent Sabadell from selling TSB.
In Spain, legislation requires the governing bodies of a company targeted in a takeover bid to remain passive and request shareholder approval before promoting or taking any action that might prevent an acquisition from succeeding.
"If we identify any behaviour that constitutes a breach of the risk of passivity, we will take action. If we have not done so, it is because we have not found any such behaviour to date," San Basilio said.
He said that if the "decision to sell were to be taken by shareholders and then signed off by them, it would no longer be subject to the duty of passivity".
Torres said earlier BBVA was not planning to change the current terms of its offer, but that just a potential extraordinary dividend by Sabadell would lead to an adjustment.
The stock market supervisor is waiting for the government's decision before approving the formal bid, which San Basilio said could happen in three weeks' time. BBVA would then follow with an offer, with Sabadell shareholders having 30 to 70 days to tender their shares.
Torres said he expected the acceptance period for the bid to start around mid-July, saying that August would not be the "best month" to end this period, hinting therefore at September.
($1 = 0.8715 euros)