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Sabadell builds a shield against hostile takeovers

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 lift its holding to 9.9%. Alongside Zurich's 4.95% stake, the French group's investment would bolster Sabadell's 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 increase its stake, but says it has no plans to exceed 9.9%. Together, the two institutions could form a defensive shareholder basic for Sabadell as takeover talk returns to Spain's banking sector.

The pressure is back. Talk of new corporate deals has circulated over the past 24 hours, and a future government at Moncloa could take a more favorable view of mergers and acquisitions. Reuters described BPCE as a potential long-term shareholder whose investment could also strengthen Sabadell's defenses against another hostile offer.

The arrangement would not block a takeover outright. It would place a large shareholding 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 lifts its holding to 9.9%, its stake combined with Zurich's would reach about 14.85%, 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 steadier institutional shareholder base.

Small shareholders remain another 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 bank customers. This ownership pattern helped sink BBVA's offer: enough shareholders judged the price too low for the bid to succeed.

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 ties up 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 and room to maneuver when the country's merger market starts moving again.

BPCE bought Portugal's Novo Banco last year after competing with CaixaBank, paying about €6.4 billion for the Portuguese lender. The deal gives the Sabadell investment a clear Iberian angle without making it a merger. BPCE owns Natixis and could use a minority position to access a large Spanish banking platform while keeping its holding below the level that would imply control.

BPCE said its 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 looking for investors who could take 30% of the capital and reduce the bank's vulnerability.

French banks rejected the approach. Portugal's BCP stepped in: 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 expanded through the purchase of the broker Ibersecurities.

La Caixa then entered the picture, acquiring a 15% holding in a capital increase. It paid in kind: Sabadell transferred full control of the Asturian bank Herrero.

La Caixa proved an uncomfortable 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 to add to his own investment.

The earlier Famol bloc included Oliu alongside Isak Andic of Mango. Jose Manuel Lara of Planeta and Joaquim Folch-Rusiñol of Pinturas Titan were also members. The bloc 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. Institutional alliances and individual loyalty have shaped the bank's ownership structure, helping defeat BBVA's bid and giving 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; together, they would not legally prevent a future offer from a third party.

The stakes give Oliu the reference shareholders he lacked after Famol disappeared. Shareholder structure has become Sabadell's basic anti-takeover tool, as discussed alongside the bank's broader corporate context in an earlier report.

Richard Reid RUSSPAIN.com
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Richard Reid

Richard Reid is the News Editor at RUSSPAIN.COM. He oversees editorial standards, source review and corrections and writes across general news, including politics, economics and social affairs.