Banco Sabadell's shareholders have given the green light for the sale of the British business of the entity, TSB, which will pass to Banco Santander, predictably, in the first quarter of 2026. The operation has been agreed for a price close to 3,000 million euros and will propitiate a millionaire dividend for its investors.
This decision has occurred in the first of the two shareholders' boards that the Catalan bank celebrates this Wednesday. The second is scheduled for 13.00 in the afternoon and has, precisely, to approve the millionaire retribution, of 2.5 billion euros, which will also be held in the first three months of next year.
The vote, which has come forward without demonstrations against or abstentions, can get into question the purchase offer (OPA) launched by BBVA on Sabadell, because a few days ago it already dropped that if the shareholders approved the sale of TSB and the dividend, “their right” is reserved to withdraw the purchase proposal.
The president of Sabadell, Josep Oliu, during his speech at the First Extraordinary Board, has detached the sale of OPA TSB. He has indicated that the sale was on the table “with OPA or without OPA”, because “it is beneficial for the bank and its shareholders.” Oliu has broken down that TSB was acquired in 2015, in a very different context, because the United Kingdom's exit from the European Union had not occurred. And, since then, the Catalan bank has received “different demonstrations of interest”, to acquire that business. “A competitive, restricted process was opened, to receive offers between a small number of entities with presence in the British market.” And finally, on July 1, his transfer to Santander was decided.
“It is an opportunity at a conducive moment, to develop the activity in Spain.” He has also indicated that the sale “allows to clarify the strategy, to put greater focus in Spain, where the bank has greater capacity for growth and reduces regulatory complexity, in the context 'postbrexit”. In addition, “it will allow extraordinary remuneration,” the aforementioned 2.5 billion euros and greater “predictability in performance and comparability with the entities that operate in Spain.”
Doubt about OPA synergies
On the OPA itself, the Sabadell Directorate has claimed “clarity” in the information that BBVA still has to publish, that is, in the brochure that the National Securities Market Commission (CNMV) must approve, predictably in September, which is when the exchange of titles would open.
The CEO of Sabadell, César González-Bueno, has questioned during the first Board that clarity in the information to the shareholders. “We already said at the beginning, in April 2024, when we did not accept the offer, we said that there was a lack of clarity, about the synergies, now many things have changed,” he justified.
“Now because of the government's decision,” the fusion has vetoed even if the OPA leaves for a period of three years that can reach five, “our estimate is that synergies are zero,” he said. BBVA provides that these annual synergies reach 850 million euros gross and believes that they do not change after the decision of the Council of Ministers. González-Good has also questioned the maintenance of the dividend for Sabadell investors, whether or not it would be the one provided by the entity in its strategic plan alone.
