MADRID - Banco Bilbao (NYSE:BBVA) Vizcaya Argentaria S.A. (BBVA (BME:BBVA)) has announced a strategic change to its voluntary tender offer for Banco de Sabadell, S.A. The Spanish banking giant has lowered the minimum acceptance threshold for the offer, potentially easing the acquisition process. This development follows the initial offer announcement on May 9, 2024, and subsequent regulatory progress, including the authorization by the Spanish Securities Market Commission (CNMV) on June 11, 2024.
The original terms required the acceptance of at least 50.01 percent of Banco Sabadell's share capital, equating to 2,720,654,746 shares. The revised terms now stipulate that BBVA seeks to acquire just over half of Banco Sabadell's effective voting rights by the offer's conclusion. This adjustment excludes the impact of any treasury shares held by Banco Sabadell, which currently amount to 78,770,535 shares with suspended voting rights.
As of today, Banco Sabadell's total voting share capital consists of 5,361,450,912 ordinary shares. Therefore, the updated acceptance condition will be met if the offer secures acceptance for at least 2,680,726,000 shares, representing a slim majority of the effective voting rights. This figure is subject to change if Banco Sabadell's treasury shares vary before the offer's acceptance period ends.
BBVA's maneuver is designed to align with Article 31.1 of Royal Decree 1066/2007, which allows for a more favorable treatment of the recipients in such a tender offer. If the offer is successful under these new terms, BBVA plans to propose the redemption of Banco Sabadell's treasury shares at the subsequent General Shareholders' Meeting, thereby reducing the share capital and securing those shares.
This initiative, if it yields a positive outcome, would invoke an exception to the obligation to launch a mandatory tender offer under Article 8(f) of Royal Decree 1066/2007, given that the accepted shares would represent at least 50 percent of the effective voting rights.
BBVA is expected to submit the documentation detailing the improved terms of the offer to the CNMV in accordance with Articles 17 and 20 of Royal Decree 1066/2007. This announcement is based on a press release statement and reflects the latest strategic steps taken by BBVA in its bid to acquire Banco Sabadell.
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