The President of the National Securities Market Commission (CNMV), Rodrigo Buenaventuraconfirmed this Tuesday the news reported by OKDIARIO according to which the BBVA I will wait to have the resolution of Skill to launch the public takeover bid about Sabadell Bank. Thus, Buenaventura assured that the organization will follow the path taken by the National Commission for Markets and Competition (CNMC) whether the operation is approved in phase 1 or moves to phase 2 and, on that basis, they will assess the ideal time for its authorization.
“What we are going to do is observe the path that the competition authority takes, depending on whether it is in phase 1 or phase 2 and, on that basis, we will assess the ideal time for our authorisation“, stressed the head of the stock market supervisor in statements to the media after his inaugural speech at an asset management day at Comillas Pontifical University.
In this way, the CNMV will respond to BBVA’s wish to wait for the CNMC so that Sabadell shareholders are not forced to blindly launch into the takeover bid, without knowing whether this body will approve the operation and, if so, whether it will impose nails terms which significantly reduce the synergies (cost savings) of 850 million estimated by the bank.
BBVA will set the deadline for acceptance of the public purchase offer in brochure of the latter, and may also defer the information requested by the CNMV until the opinion of the Competition is obtained. In this regard, Buenaventura stated that at present this brochure “is not finished and work is necessary to make it complete and compliant.”
Previously and more broadly to these statements, the president of the CNMV recalled that the rule is “clear” and that it allows, once the mandatory authorizations for the offer have been issued or granted, to authorize the public purchase offer at the time when the brochure is complete.
“This allows us to do so without having to wait for the decision of the competition authorities in the event of an extension,” he added on this point, while specifying that they will observe the path that the competition authority takes.
Phase 1 or phase 2
As stated in the Competition defense lawThe merger control analysis is composed of two phases. In a first phase, which lasts “a maximum of one month” – not counting possible suspensions to request, for example, more information -, the transaction is analyzed and the CNMC board decides whether the transaction should be archived, whether it is likely to be authorized (with or without commitments) or, on the contrary, whether the merger requires a more in-depth analysis due to the competition problems it may generate, which would give rise to the second phase of the procedure, where the participation of third parties is considered.
After the second phase of analysis, the CNMC would decide whether the merger should be fully authorized or authorized with commitments. If the commitments are not sufficient to resolve the competition concerns identified, Competition may decide to impose conditions on the merger that supplement or replace the commitments proposed by the entity.
The most likely scenario is that the deal moves to Phase 2, which could extend its approval until around the second quarter of 2025.
