Sabadell's president on the takeover bid: "There would have to be a very substantial change for us to reconsider it."

Banco Sabadell Chairman Josep Oliu and CEO César González-Bueno announced at a press conference that the board of directors strongly rejects BBVA's takeover bid on the current financial terms. They point out, as stated in the report released this morning by the board of directors, that, according to various valuation methods, the bank would be worth up to 37% more than the offered price. In this regard, Oliu emphasized that "there would have to be a very substantial change (in the offer) for the board to reconsider its position."

The question of price is crucial here, and the transaction's premium is currently negative, around 9%, meaning shareholders who decided to participate would be losing money at this point. Because of this, and because of the value the board believes the bank has, the chairman insists that "the value offered is far from the value we believe should be considered."

Even so, both executives declined to comment on what a reasonable price would be for BBVA to say yes. "The board decided not to set a figure because its obligation is to respond to the offer on the table," González-Bueno said.

Within the board, there is one member, David Martínez , who is also a significant shareholder with a 3.8% stake, who has directly demanded that BBVA put more money on the table, implying that with a better offer he would accept the proposal. With this in mind, Josep Oliu indicated that "all shareholders" could endorse such a statement asking BBVA for more money. "Our position as chairman and that of the board is that if it were a reasonable, good offer that didn't endanger our customers, we would consider it. But it's not an offer that can be considered," the chairman added.

The truth is that the Basque bank has always refused to improve its offer, although it has until September 23 to do so. BBVA says it has no intention of raising the price, but it has not made a clear commitment that the current offer will be the final one. Meanwhile, Sabadell itself has been indicating in recent days that it believes the Basques will ultimately have to put more money on the table.

Sabadell's CEO elaborated on this idea at the press conference, stating that "either there's an increase in the offer, or the offer is stillborn. There are only two options: it fails or they raise it. And if they're here, it's to try to win." In any case, he emphasized that this is a decision that Carlos Torres ' BBVA must make.

The CEO insisted that "this offer is not credible, it was stillborn, and when it's over, it will have no impact on the stock price, and we will continue on our path." With this, he responds to BBVA, which maintains that Sabadell's rise and value are supported by the takeover bid, and therefore, once it is over, the Catalan group's stock market value would fall significantly.

Board member and shareholder David Martínez stated in the report that he will not participate in the takeover bid under the current price conditions because he believes it is not a sufficient offer. In this regard, he agrees with the board's position in rejecting the transaction. However, in the document, he also stated as his individual position that he disagrees with certain opinions and statements made in the report and therefore abstained from signing it.

This fact hasn't gone unnoticed, but Sabadell's top brass have sought to clarify their position to some extent. "David Martínez thinks, like virtually all institutional investors, that bank consolidation creates value. I agree. We're not talking about bank consolidation here; we're talking about an offer, and we're talking about money. When we talk about money and the offer, he agrees with me that this offer makes no sense," Oliu said.

For the president, the Mexican advisor is saying that the takeover bid should be rewritten from scratch. He revealed that at the meeting that approved the report yesterday, Martínez " said he didn't want to discuss elements of the report because he didn't see them in the same way . It wasn't important to him; what was important to him, to the takeover bid, and to us, was that he found the offer unacceptable."

The president and CEO, accompanied by the CFO, gave a lengthy presentation to the media about the report they released before the market opened. The presentation provided an in-depth look at the details of the document, which can be summarized in one conclusion: there are no reasons to accept this offer.

Oliu has issued "a strong recommendation against participating in the takeover bid because if they did, shareholders would lose money." He emphasized that "the proposal is not acceptable to shareholders because it significantly undervalues ​​Sabadell's sole project," adding that there is no premium and that "the offer involves significant risks and uncertainties."

The executives have questioned the synergy figures calculated by BBVA, accusing them of not considering scenarios such as negative synergies... and have taken issue with the Basque bank's forecast of when the merger could take place after the government's veto on the union expires for at least three years, extendable to five.

The CEO explained that "assuring there will be a merger is an aggressive hypothesis. It won't be easy for any government, regardless of its political affiliation, to accept the erasure of Sabadell's brand." Given this, he also emphasized that BBVA's scenarios are based on a three-year merger veto, when in reality there's no clarity about what will happen in the future. It's worth remembering that, beyond the status of Pedro Sánchez's government, BBVA will in any case require the executive branch's authorization, where appropriate, to merge the two entities.

In any case, the CEO has placed all responsibility for the information communicated to the market on BBVA. This is relevant because Sabadell speaks in its report of unrealistic and implausible assumptions and calculations, omissions of information... González-Bueno stated that neither the CNMV nor the US SEC bear any responsibility in this regard: "Supervisors are not auditors; they have no reason to guarantee the veracity of the content of a prospectus. They have no such obligation and would not have the capacity to do so. The responsibility for the veracity, transparency, and clarity of the prospectus primarily rests with the issuer."