One of the keys to the fiasco of BBVA's takeover bid (OPA) for Banco Sabadell has been the firm opposition of small shareholders, who represent around 40% of the Catalan bank's capital. The leader of this organized resistance has been the lawyer and former politician Jordi Casas (Sabadell, 1954), today with positions in the Catalan employers' association Fomento del Trabajo and in the Economic and Social Council (CES). He has done so with the hat of president of the Association of Minority Shareholders of Banco de Sabadell, an entity promoted by himself a year ago with the purpose of convincing the bank's small shareholders, like him, to reject BBVA's bid.
Did you expect this clear result?
We were very confident that the minorities would not go to the takeover bid. The coincidence between minority shareholder and bank client has been decisive. When we saw the result of the minority shares that Sabadell gave –because 80% of the minority shares were deposited in the bank–, which only represented 1% of the capital, we already saw that it was impossible for BBVA to reach 50%. My pool was between 25% and 32%, and, well, we won.
Many institutional investors have not attended either.
Some analysts had made the following reflection: Do not think that the funds will go massively to the takeover bid. They will go to what is most profitable for them. Sabadell has an advantage, and that is that it has a very solid market and a very well-consolidated commercial target, with brilliant results in the last two years. And BBVA has an exposure in Mexico and Türkiye that greatly affects it. Therefore, some funds could go to the takeover bid, but not massively. And this has been a determining fact. Deep down, the stock market is reflecting reality. The rise of BBVA yesterday (this Thursday, after knowing the result) on Wall Street and today (this Friday) in Madrid indicates that investors did not want this takeover bid, even those who were within the bank itself, and are buying more shares. All the money that has not been used in the exchange is now transferred to BBVA shares. And in the case of Sabadell, all those who during the process expected a second takeover bid, with a good offer of money, are now leaving. But all this is collateral.
Many think that Sabadell's stock was “doped” by BBVA's offer and that, if the takeover failed, as it has, it would begin to fall.
Come down because of what I just told you. What determines whether the stock is doped or not is the bank's balance sheet at the end of the year. And this year, in the first half, the results have improved considerably and the year will end with record numbers. And with a dividend policy that, like all banks, is being generous to compensate for the bad years of the 2008 crisis, after which the banks distributed practically nothing for several years. Your statement will be true if the year-end result is not good, which will not be the case. Sabadell has a very clear business plan, which the markets have been valuing highly for three years. All the plans of César González-Bueno (CEO of the bank) are being far exceeded and the reliability of the bank at this moment is very high.
What has weighed more in the case of small shareholders: the emotional factor or the economic offer?
Both. In any case, for the minority shareholder who has been a client of the bank for years, that is, it runs in the family, the economic offer should have been spectacular. Because no one signs the closure of the family business if the company is doing well. Nobody. The emotional factor has weighed heavily. We are not only talking about shares that have been passed down from parents to children, even from grandparents, but these shareholders have a connection with the bank because they are customers through their company, their trade… All this creates a very intense bond. To make it clear, now that restaurants are full of signs with 'kilometer zero products', which only serve a product made nearby, Banco Sabadell is for many businesses a kilometer zero bank. He has been at his side for many years. I mentioned this 15 days ago to Carlos Torres, I told him very politely that I had not been able to properly measure the typology of the minority shareholder. And I, personally, this last week I was aware that they were going to be in for a shock when I realized that BBVA was calling all its clients in Sabadell by phone asking them if they were going to sell. It showed nerves.
Are you satisfied staying in an independent bank, but smaller and with less funds resulting from the sale of the British TSB to face the takeover with a shower of dividends?
The BBVA campaign has closely linked size to profitability and this is not the case. The most profitable bank in Spain is Banca March, which is the smallest, and the second is Bankinter. Both have singularities. Bankinter has a very small structure and is a bank that works basically online, it has practically no employees. It is a modern banking model that works very well because the costs are very low. And Banca March has always had a very well-selected clientele. Both are very profitable and are small. What determines the solvency and profitability of a bank is the commercial target to which it is directed. And in this sense, Sabadell is very strong, it has a target very focused on SMEs and the self-employed.
There is a relevant fact: 80% of the dataphones of taxi drivers in Madrid are from Banco Sabadell. Because? Because they trust. Despite everything that has happened in Catalonia with the process, Spain highly values manufacturing and the Catalan economy. Any clothing store in Madrid knows that its Catalan supplier will deliver, that it is serious, that it does its job well. We have a lot of prestige economically, despite politics. Sabadell is well established in the Spanish territory because it has been buying banks – always in a friendly manner – in Galicia, in Asturias, in Guipúzcoa, in the Valencià Country, and the reaction of the chambers of commerce, unions, employers' associations and regional governments has always been favorable. They did not want the takeover bid because they see Sabadell as a way to make money. Banco Sabadell was born to make client companies grow, not to make money. It was founded by the region's manufacturers to facilitate the financing of wool imports from Argentina.
Do you think it is a good strategy to give up diversification and focus only on Spain?
Yes. For one reason: Sabadell still has a lot of room to run in Spain. There are places where it is little implemented or could be much more so, such as Andalusia, which is a very important community and which is today the third largest exporter in Spain. Before the takeover bid, the president of the bank (Josep Oliu) had already commented that at the appropriate time the British bank TSB would be sold to focus more on the Spanish market.
Through mergers?
Via mergers or via organic growth. Mergers should never be ruled out, because what is not possible today may be possible in a couple of years. It will be seen over time. And let no one rule out that, once the takeover bid is over, new capital will enter Sabadell. It can happen perfectly. I believe that it is one of the most real possibilities that exists to consolidate a board of directors.
What type of capital?
Basically coming from Spain or from some foreign fund that may see a good opportunity here as a financial investment, it does not stop to control the bank.
Europe pushes for cross-border concentrations
This issue must be qualified. This is the obsession of the European Commission and is one of the fundamental elements of the Letta and Draghi reports: large European banks are needed to confront North American and Chinese banks. But I think it will be very difficult in the medium term to see mergers between an Italian bank and a French bank, for example. All countries in the Union are suspicious of their financial system and banking cultures are very different. On the other hand, Spain has twice the banking concentration of Italy or France and four times more than Germany. That is a dysfunction. If Sabadell disappeared, excess banking concentration would make credit more expensive, which is one of the issues for which the Minister of Economy intervened. The other big issue was the impact on employment. With the merger, at least, between 7,000 and 8,000 people would have been left without work. The Government's intervention was logical.
Do you see a merger of Sabadell with Unicaja, with Abanca or with both on the near horizon?
I understand that with all the pressure from the takeover bid, these two banks did not want to talk about the issue. You have to see how each of them works separately for a while but I wouldn't rule it out. Corporate operations are very good; If you analyze the operation that Sabadell made with Banco Herrero you will see that it has been a success, or that of Guipuzcoano. I would not rule out anything in this sense, especially in the case of Sabadell, which has absorbed five banks without problems and with an agreement, that is, in a non-hostile manner.