MADRID – BBVA (NYSE: BBVA), the Spanish bank, has tweaked its tender bid for Sabadell by reducing the minimum acceptance condition as it excludes the number of treasury shares of the targeted smaller rival, BBVA said on Thursday.
BBVA’s offer now targets the number of shares that would allow BBVA to acquire at least more than half of Sabadell’s effective voting rights, currently represented by 5.36 billion shares, at the end of the acceptance period, instead of the previous 50.01% of its total capital.
Taking into account that Sabadell held close to 78.8 million treasury shares in May, BBVA would, therefore, lower the acceptance threshold to 49.3%, according to Reuters calculations.
BBVA (NYSE: BBVA) added that if the deal were successful, it would seek the redemption of Sabadell’s treasury shares at its first shareholders’ meeting, “reducing the share capital and locking up those shares in the meantime.”
Under the new terms, BBVA would need to buy 2.68 billion shares of the total of 5.44 billion shares of Sabadell’s outstanding capital instead of the 2.72 billion stock required in the initial offer.
BBVA, which bid for Sabadell last April and went hostile in May, is working on concessions after Spain’s competition watchdog said its bid, initially valued at 12.28 billion euros ($13 billion), must undergo a more extended review.
As BBVA shares have fallen to 9.902 euros from 10.90 euros since the offer was first made, and including the previous tweaked offer to adjust for dividend payments, the bid values Sabadell at about 10.9 billion euros.
Combining the two lenders would create a bank with more than 1 trillion euros ($1.04 trillion) in total assets, marking the latest consolidation move in Spain’s banking industry.
Spain’s second-largest bank has already secured clearance from the European Central Bank and authorities in several countries where Sabadell is present.
The acquisition, which the Spanish government opposes, also requires authorization from Spain’s stock market supervisor.
