The president of Banco Sabadell, Josep Oliubegan informal conversations with some of the major shareholders of Unique with a view to resuming the operation of bought which he had excluded a year ago in the case – increasingly probable – where the public tender offer launched by him BBVA on the Catalan entity.
This is what sources close to these contacts say, who explain that Oliu does not want to waste time making a business operation if BBVA’s offer ultimately does not materialize. “He wants to protect himself as soon as possible, lest someone else try to buy from him, after the scare,” explains one of the sources.
And Unicaja is the prey more logic for this shield if BBVA does not succeed, since Sabadell was already seriously considering the purchase of the Andalusian bank a year ago, as OKDIARIO exclusively reported at the time. But he ended up ruling out the operation because hole of Unicaja in their portfolios public debtwhich reached 1.7 billion; an amount that Sabadell would have had to raise, which would have had a strong impact on its capital.
Now this loss was reduced to a figure between 500 and 600 million, depending on sources, thanks to the drop in interest rate which raise the price of bonuses on the market. Likewise, it is a good moment from a stock market point of view, since the price of Unicaja has gone from the levels of 1.36 euros that it reached in July to the 1.08 at which it closed yesterday. However, this factor may vary significantly between now and BBVA’s takeover bid is resolved, which could last until next summer.
A necessary restructuring
Another relevant element is the desire of certain affected shareholders of Unicaja to exit capital in an operation that offers them a price attractive. According to the sources consulted, some of these shareholders believe that Unicaja – despite the arrival of Jose Seville to the presidency – was unable to restructure itself to improve its efficiency (the worst in the sector). And the situation will worsen in a context of falling rates which reduces margins of the banking profession. Therefore, they consider that the only solution is a company that takes the necessary actions cost reduction.
The shareholders contacted by Oliu are mainly the family Dominguezowner of children’s fashion brand Foremanwhich owns 8.5% of Unicaja (although CNMV only 5% appear), and the real estate businessman Tom Olivowith a little more than 6%. The two investors are also shareholders of Sabadell, but they hold a stake of less than 3% and are therefore not obliged to disclose them.
This is a minority percentage of the capital, insufficient to ensure the success of a possible offer. However, the sources explain that while both support the operation and the terms They are attractive, investment fund and the minority shareholders of Unicaja will attend a public takeover bid for Sabadell. And the banking foundations of Unicaja and Cajastur (which hold approximately 37% of the capital) would be forced to join or would retain a minority position in a subsequent operation. merger of the two entities.
This operation is impossible at present because the Takeover Regulations oblige the Municipality of Sabadell to what is called the “duty to passivity”i.e. take “no action that may impede the success of the bid” except seeking a white knight, i.e. a competing bid. As part of BBVA’s public purchase offer, the bank chaired by Oliu mandated Goldman Sachs Already Morgan Stanley survey possible interested parties, but the best placed, BNP Paribasdeclined the invitation.
For this same legal reason, Sabadell cannot sell its main asset outside of Spain, the British BSTwhich would constitute another measure that could clearly hinder the success of BBVA’s takeover bid.
