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Sabadell builds a shield against hostile takeovers

Richard Reid RUSSPAIN.com

Post by Richard Reid

Sabadell builds a shield against hostile takeovers RUSSPAIN.com © russpain.com
Sabadell builds a shield against hostile takeovers © russpain.com

France's BPCE has bought about 7% of Sabadell for roughly €1.2 billion and may raise its holding to 9.9%. With Zurich's 4.95% stake, the French group gives Sabadell a stronger shareholder base after BBVA's failed takeover bid.

France's BPCE has bought about 7% of Sabadell through market purchases and financial instruments. The deal is worth roughly €1.2 billion. Zurich already holds 4.95%.

BPCE may raise its position, but it says it does not plan to go beyond 9.9%. Together, the two institutions could give Sabadell a defensive shareholder core as takeover talk returns to Spain's banking sector.

That pressure is back.

Talk of new corporate deals began circulating over the past 24 hours. A future government at Moncloa could take a more favorable view of mergers and acquisitions. Reuters described BPCE as a possible long-term shareholder whose investment could also strengthen Sabadell's defenses against another hostile offer.

BPCE’s investment is valued at approximately €1.2 billion and gives the French group a foothold in a Spanish bank where it previously had little visible presence.

BPCE

The arrangement would not create an absolute barrier to a takeover. It would put a substantial block of shares with two institutions that have a direct interest in Sabadell's future.

BPCE and Sabadell also plan to explore strategic cooperation. The French group is seeking a seat on Sabadell's board. If BPCE raises its holding to 9.9%, its stake combined with Zurich's would reach about 14.85%.

That would be close to 15%.

Zurich bought heavily during BBVA's offensive to protect its bancassurance partnership with Sabadell. The alliance has lasted almost twenty years and is Zurich's most profitable European partnership. BPCE's position is a friendly minority investment, not a merger or a change of control. It gives Sabadell a more stable institutional shareholder base.

BPCE’s investment follows its €6.4 billion acquisition of Portugal’s Novo Banco, which it won in competition with CaixaBank. The two transactions place the French group’s European expansion in a clear Iberian context, although the Sabadell deal itself does not amount to a takeover.

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Small shareholders remain the other decisive force.

Around 40% of Sabadell's capital is held by small investors, most of them business owners. About 30% of those investors are also customers of the bank. This ownership pattern helped sink BBVA's offer. The price was considered too low by enough shareholders to stop the bid from succeeding.

Reuters linked BPCE's arrival to stronger defenses after the larger rival failed to win control.

BPCE's interest is less straightforward. A stake in another bank uses capital, although BPCE is not listed on the stock market and faces lower requirements in this area. The investment gives the French group a foothold in Spain. It also gives BPCE room to maneuver when Spain's merger market begins moving again.

BPCE bought Portugal's Novo Banco last year after competing with CaixaBank. It paid about €6.4 billion for the Portuguese lender.

The Novo Banco deal gives the Sabadell investment a clear Iberian angle. It does not turn the transaction into a merger. BPCE owns Natixis and could use a minority position to reach a large Spanish banking platform while keeping its holding below the level that would imply control.

BPCE said the Sabadell investment is part of a wider strategy to develop and diversify its European businesses.

Josep Oliu has pursued this kind of protection for much of his career as a commercial banker. Before Sabadell went public in 2001, he traveled across Europe in search of investors who could take 30% of the capital and reduce the bank's vulnerability.

French banks rejected the approach. Portugal's BCP provided the answer. It bought 8.5% of Sabadell while Sabadell acquired 5.3% of the Portuguese bank. Each institution received a seat on the other's board. They also created Activobank, later enlarged through the purchase of the broker Ibersecurities.

La Caixa then entered the picture with a 15% holding acquired in a capital increase. The payment was made in kind. Sabadell transferred full control of the Asturian bank Herrero.

La Caixa proved uncomfortable as a shareholder because it wanted influence over the bank. Banco de España blocked its attempt to appoint two directors at Sabadell.

When La Caixa began selling in an uncoordinated way in the summer of 2006, Oliu had to find a replacement quickly. He turned to Catalonia's business elite and secured a 5% block that could be added to his own investment.

The earlier Famol bloc included Isak Andic of Mango, Jose Manuel Lara of Planeta, Joaquim Folch-Rusiñol of Pinturas Titan, and Oliu. It was dissolved eight years ago.

Oliu's personal commitment has remained unusually visible. He has kept a large part of his wealth in Sabadell shares and currently owns more than eight million shares. The bank's ownership structure has been shaped by institutional alliances and individual loyalty. That mix helped defeat BBVA's bid.

It now gives the board more protection.

Sabadell differs from other listed banks because its dispersed retail base can block an offer. A friendly institutional stake can strengthen that defense. BPCE's new position and Zurich's existing holding do not remove all takeover risk. The combined package would not legally prevent a future offer by a third party.

It gives Oliu the reference shareholders he lacked after Famol disappeared. Shareholder structure has become Sabadell's main anti-takeover tool, as detailed alongside the bank's broader corporate context in an earlier report.

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